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New Issue Report - Fitch Ratings - Deutsche Pfandbriefbank AG

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Structured Finance<br />

CMBS/Europe<br />

<strong>New</strong> <strong>Issue</strong><br />

ESTATE Pan­Europe 5<br />

<strong>Ratings</strong><br />

EUR1,360,600,000 Credit­Linked Notes<br />

Class<br />

Amount<br />

(m)<br />

Final<br />

Maturity Rating CE (%)<br />

A1a* 800.00 July 2018 NR 21.0<br />

A1b* 752.40 July 2018 NR 21.0<br />

A1+ 0.50 July 2018 AAA 21.0<br />

A2 70.15 July 2018 AAA 15.8<br />

B 74.50 July 2018 AA 10.4<br />

C 74.00 July 2018 A 4.9<br />

D 42.60 July 2018 BBB 1.8<br />

E 14.50 July 2018 NR 0.7<br />

F 10.00 July 2018 NR 0.0<br />

* USD­denominated; USD:EUR = 1.4450:1<br />

Euro­equivalent: EUR553.6 Class A1a notes,<br />

EUR520.7m Class A1b notes<br />

Each rated class in this transaction has a Stable Outlook<br />

Analysts<br />

Santino Marinelli<br />

+44 20 7682 7361<br />

santino.marinelli@fitchratings.com<br />

Julian Jonsson<br />

+44 20 7682 7203<br />

julian.jonsson@fitchratings.com<br />

Gioia Dominedò<br />

+44 20 7417 4376<br />

gioia.dominedo@fitchratings.com<br />

Origination and Servicing<br />

Edward Register<br />

+44 20 7862 4132<br />

edward.register@fitchratings.com<br />

Performance Analytics<br />

Mario Schmidt<br />

+44 20 7417 4232<br />

mario.schmidt@fitchratings.com<br />

Closing Update<br />

Closing occurred on 27 December 2007.<br />

• Summary<br />

This transaction is a fully­funded synthetic securitisation of 25<br />

commercial mortgage loans originated ­ including by acquisition<br />

from a third party ­ by Hypo Real Estate Bank <strong>AG</strong> (HRE, rated<br />

‘A/F1’) and Hypo Real Estate Bank International <strong>AG</strong> (HI, rated<br />

‘A/F1+’, and together, the originators).<br />

<strong>Fitch</strong> <strong>Ratings</strong> has assigned final ratings to the credit­linked notes<br />

(CLNs) issued by HRE (the issuer) as indicated at left. The final<br />

ratings address the timely payment of interest and ultimate<br />

repayment of principal by legal final maturity in July 2018 and are<br />

based on the credit quality of the reference loans, the rating of the<br />

issuer, the ‘AAA’ rating of the public credit covered securities<br />

held by the trustee as collateral for the notes, and the transaction’s<br />

financial and legal structure.<br />

At closing, the reference loans will remain on the originators’<br />

respective balance sheets and the notes will assume the credit risk<br />

of the reference loans. On each payment date, the interest earned<br />

on the collateral will be applied to maintain debt service on the<br />

notes. The notes will amortise on a full sequential basis in line<br />

with the reference loans. However, the issuer has the option to<br />

replenish the reference portfolio, subject to certain conditions,<br />

following early prepayments of reference loans; consequently,<br />

prepayments will not necessarily lead to the amortisation of the<br />

notes. If losses should be suffered on any of the reference loans,<br />

this will be allocated on a reverse sequential basis to the notes.<br />

The reference portfolio consists of 25 loans secured by a diverse<br />

property portfolio located throughout France, Germany and the<br />

Netherlands. The reference loans have an aggregate cut­off<br />

balance of EUR1,361m and the property collateral has an<br />

aggregate market value (MV) of EUR2,255m, giving an initial<br />

weighted­average loan to value (WA LTV, weighted by reference<br />

claim balance) ratio of 62.2%.<br />

• Credit Committee Highlights<br />

· The reference portfolio displays significant granularity when<br />

compared to recent European CMBS transactions: of the 25<br />

loans, 17 account for less than 5% each of the portfolio<br />

balance. Of the remaining loans, only two account for more<br />

than 10% of the pool balance each.<br />

· The property collateral has a strong exposure to the greater<br />

Paris office market (47% of the reference portfolio; 52% of<br />

MV). Despite this concentration in the Greater Paris area (Ile<br />

de France), the strength of the market and the individual assets<br />

and the geographical spread of the assets across Paris<br />

mitigates the potential impact on the transaction’s<br />

performance of a downturn in this market.<br />

· The reference loans were originated between July 2002 and<br />

July 2007 and have a WA seasoning of 20 months.<br />

Consequently, the reference loans ­ especially those with<br />

greater seasoning ­ are secured by properties that are valued<br />

11 January 2008<br />

www.fitchratings.com


Structured Finance<br />

more conservatively and exhibit higher initial<br />

yields than those securing recent European<br />

CMBS transactions. However, this has the<br />

potential to change over the term if more<br />

recently originated loans are included in the<br />

pool through replenishment.<br />

· The reference loans benefit from high coverage<br />

ratios, with a WA interest coverage ratio (WA<br />

ICR) of 1.89x and a WA debt service coverage<br />

ratio (WA DSCR) of 1.83x.<br />

· The reference loans exhibit a wide range of<br />

maturity dates, between July 2010 and June<br />

2014. Consequently, the transaction will not be<br />

overly exposed to property and capital market<br />

conditions in any particular time over its term.<br />

• Structure<br />

The transaction uses a synthetic structure, meaning<br />

that losses allocated to the notes are linked to the<br />

performance of the reference loans originated by and<br />

held on the balance sheets of the originators. Losses<br />

incurred on the reference loans will be synthetically<br />

transferred to the noteholders in reverse sequential<br />

order. Public credit covered securities will be held by<br />

the trustee as collateral for the notes.<br />

At closing, the issuer will issue nine classes of notes<br />

governed by German law; it will use the net proceeds<br />

from the notes for general banking purposes. Initial<br />

credit enhancement, provided by subordination, will<br />

total 21.0% for the class A1a, class A1b and class<br />

A1+ notes, 15.8% for the A2 notes, 10.4% for the<br />

class B notes, 4.9% for the class C notes, 1.8% for<br />

the class D notes and 0.7% for the class E notes. The<br />

class F notes, being the most junior, will not benefit<br />

from any pooled credit enhancement.<br />

Over the term of the transaction, the issuer will have<br />

the option to enter into a credit default swap (CDS)<br />

with a senior swap counterparty; in conjunction, it<br />

will redeem the class A1a and class A1b notes.<br />

Trust Agreement<br />

The issuer has entered into a trust agreement with the<br />

trustee, for the benefit of the noteholders and the<br />

ESTATE Pan­Europe 5: January 2008<br />

2


Structured Finance<br />

Key Information<br />

Reference Portfolio<br />

Description: 25 real estate­backed loans originated<br />

to finance the acquisition or refinancing of 140<br />

properties, all located in Germany, France, and the<br />

Netherlands<br />

Loan Originator: Hypo Real Estate Bank <strong>AG</strong> (rated<br />

‘A/F1’) and Hypo Real Estate Bank International<br />

<strong>AG</strong> (rated ‘A/F1+’) (including origination by<br />

acquisition from a third party)<br />

Loan Cut­Off Date: 31 August 2007<br />

Reference Portfolio Balance: EUR1,361m<br />

Largest Reference Loans: 1002 (14.0%),<br />

1010/1011 (11.5%), 1007 (8.9%)<br />

WA LTV: 62.2%<br />

WA Exit LTV: 61.3%<br />

WA ICR: 1.89x<br />

WA DSCR: 1.83x<br />

WA Loan Term Remaining: 5.1 years<br />

WA Seasoning: 20.0 months<br />

Latest Scheduled Loan Maturity: June 2014<br />

Loan Payment Frequency: Quarterly<br />

Property Collateral<br />

Collateral: office (64% of market value), retail<br />

(23%), and multifamily (13%) properties<br />

Market Value: EUR 2,255m<br />

Passing Rent: EUR140.7m<br />

Estimated Rental Value: EUR141.1m<br />

Note Characteristics<br />

Closing Date: 27 December 2007<br />

First Payment Date: 25 April 2008<br />

Payment Dates: 25 January, April, July and October<br />

Final Scheduled Payment Date: 25 July 2014<br />

Legal Maturity Date: 25 July 2018<br />

Structure<br />

<strong>Issue</strong>r: Hypo Real Estate Bank <strong>AG</strong><br />

Arranger: Hypo Real Estate Bank International <strong>AG</strong><br />

Servicers: Hypo Real Estate Bank <strong>AG</strong> and Hypo<br />

Bank International <strong>AG</strong><br />

Trustee: Deloitte & Touche GmbH<br />

Wirtschaftsprüfungsgesellschaft<br />

Principal Paying Agent: Hypo Real Estate Bank<br />

<strong>AG</strong><br />

Common Depositary: <strong>Deutsche</strong> Bank <strong>AG</strong> (rated<br />

‘AA­/F1+’)<br />

Luxembourg Listing Agent and Luxembourg<br />

Listing Intermediary: <strong>Deutsche</strong> Bank S.A.<br />

Custodian: <strong>Deutsche</strong> Bank Luxembourg<br />

senior swap counterparty, if any. The main functions<br />

of the trustee are as follows:<br />

· verifying the determination and allocation of<br />

realised losses;<br />

· checking the inclusion and removal of any<br />

reference loans;<br />

· checking determinations and allocations made in<br />

connection with an issuer call and credit events;<br />

and<br />

· appointing third­party experts, when necessary.<br />

The issuer will be obliged to maintain a trustee for as<br />

long as the notes are outstanding. Any resignation of<br />

the trustee, or termination of the trustee’s<br />

appointment, will only be valid if a substitute trustee<br />

is appointed.<br />

Collateral<br />

The payment obligations of the issuer will be<br />

secured by eight classes of ‘AAA’ rated public credit<br />

covered securities of Depfa ACS Bank (rated ‘AA­<br />

/F1+’). Of these classes, seven will be eurodenominated<br />

and one will be dollar­denominated, in<br />

line with the notes. In addition, each collateral class<br />

will match its respective note class in terms of both<br />

notional amount, base rate and margin payable. The<br />

collateral will be released as the notes amortise.<br />

The collateral will become enforceable following:<br />

(a) the initiation of insolvency or other similar<br />

proceedings against the issuer; (b) following a nonpayment<br />

of interest of principal under the notes;<br />

and/or (c) a resignation of the trustee and failure to<br />

appoint a replacement within 30 days. Enforcement<br />

will occur either via a sale of the collateral or, if this<br />

is not possible, via delivery of the collateral to the<br />

noteholders.<br />

At closing, the issuer will transfer ownership of the<br />

collateral to the trustee, which will in turn deliver the<br />

collateral to its security trust account with the<br />

custodian. In the event that any class of collateral is<br />

downgraded below ‘AAA’, the issuer must either<br />

supplement or substitute the collateral. Further, in<br />

the event that the Short­Term Rating of the custodian<br />

is downgraded below ‘F1’, the collateral will be<br />

transferred to an account with another custodian with<br />

the requisite rating.<br />

Credit Default Swap<br />

After closing, the issuer may enter into a CDS with a<br />

senior swap counterparty, in order to obtain credit<br />

protection in respect of the reference loans:<br />

cumulative losses exceeding the sum of the class A2<br />

to F notes will be borne by the class A+ notes and<br />

ESTATE Pan­Europe 5: January 2008<br />

3


Structured Finance<br />

the super senior swap counterparty on a pari passu<br />

basis, according to a fixed ratio. Consequently, the<br />

senior swap counterparty will rank pari passu with<br />

the class A1+ notes and senior to all other classes of<br />

notes.<br />

In conjunction with this option, the issuer will also<br />

have the right to redeem the class A1a and class A1b<br />

notes in whole. Following such a redemption, the<br />

transaction would change from a fully­funded to a<br />

partially­funded transaction.<br />

Sub­Pool Credit Default Swap<br />

At closing, HI will enter into a CDS with the issuer<br />

in order to obtain credit protection with respect to the<br />

loans in the reference portfolio that it has originated.<br />

Under the CDS, if a loss is determined on one of<br />

these loans, HI will be entitled to receive a credit<br />

protection payment from the issuer. This payment<br />

will match the loss allocated to the notes.<br />

Principal Redemption<br />

Amortisation of the Notes<br />

The reduction of the senior swap notional ­ if any ­<br />

and the amortisation of the notes are linked to the<br />

amortisation of the notional amount of the reference<br />

portfolio. Principal receipts first reduce, pro rata, the<br />

outstanding notional amount of either the class A1a<br />

and class A1b notes (multiplied by a fixed<br />

EUR:USD conversion rate) or the senior swap, if any,<br />

and the class A1+ notes, and then sequentially the<br />

class A2, B, C, D, E and F notes in an amount equal<br />

to the amortisation of the underlying reference<br />

portfolio.<br />

The notes are scheduled to be repaid in July 2014.<br />

Principal corresponding to overdue reference claims<br />

will remain outstanding until final maturity is<br />

reached in July 2018, at which date losses will be<br />

appraised on those defaulted loans for which a<br />

realised loss will not have been already determined.<br />

Early Redemption<br />

The issuer may redeem the notes in the following<br />

circumstances:<br />

· adverse regulatory changes;<br />

· on or after the payment date falling in December<br />

2012 (time call); or<br />

· the outstanding nominal amounts of the<br />

reference claims have reduced to 10% or below<br />

of the initial balance.<br />

In case of an early redemption, the principal on those<br />

notes corresponding to principal on overdue<br />

reference claims is not redeemed on the early<br />

termination date but remains outstanding until a<br />

realised loss has been determined.<br />

Allocation of Realised Losses<br />

Defaulted Loan and Credit Event<br />

A defaulted loan is one in respect of which a credit<br />

event has occurred and for which the issuer has sent<br />

a credit event notice to the trustee. A credit event is<br />

defined as:<br />

· bankruptcy of the relevant borrower;<br />

· failure to pay, which means that a due payment<br />

in an aggregate amount of not less than (i)<br />

EUR30,000 or, (ii) if lower, not less than 50%<br />

of the outstanding notional amount of such<br />

reference claim, has not been made within 90<br />

days of the due date; and/or<br />

· restructuring of the reference loan that results in<br />

a debit to the issuer’s profit and loss account (eg<br />

value adjustment).<br />

Following a payment default, the servicer may agree<br />

a loan restructuring with the borrower; this could<br />

include the rescheduling of payment obligations or<br />

the forgoing of a portion of the outstanding principal<br />

balance. Any such restructuring will be subject to<br />

the servicing standards and may only be agreed if the<br />

servicer determines that the total recoveries<br />

following the restructuring will exceed potential<br />

recoveries without a restructuring.<br />

Realised Loss<br />

With respect to a defaulted reference claim for which<br />

the issuer confirms that all expected recoveries have<br />

been received, a realised loss is defined as the sum<br />

of:<br />

· the outstanding nominal amount;<br />

· accrued interest on the outstanding amount of<br />

the loan, calculated at the loan’s rate for all<br />

missed instalments until HRE declares a realised<br />

loss;<br />

· external enforcement costs; and<br />

· any foregone principal in case of rescheduling<br />

or restructuring of the loan.<br />

The proceeds from the foreclosure of any mortgage<br />

property securing the loans are allocated first to<br />

cover enforcement costs and accrued interest, second<br />

to repay the principal balance of the defaulted loan,<br />

and finally to repay any other interests secured by<br />

the mortgage. The enforcement proceeds of any<br />

additional collateral will be allocated first to<br />

satisfying any other claims of the originators and<br />

second to reducing realised losses on the reference<br />

loan, if any.<br />

ESTATE Pan­Europe 5: January 2008<br />

4


Structured Finance<br />

Realised Loss Allocation<br />

In the event that losses occur, they will be allocated<br />

in reverse sequential order to the class A2 to F notes.<br />

Cumulative losses exceeding the sum of the class A2<br />

to F notes are borne by the class A1+ notes and the<br />

class A1a and class A1b notes (multiplied by a fixed<br />

EUR:USD conversion rate) or the super senior swap<br />

counterparty, if any, on a pari passu basis according<br />

to a fixed ratio.<br />

• Reference Portfolio<br />

Reference Loan Summary<br />

WA cut­off LTV (%) 62.2<br />

WA exit LTV (%) 61.3<br />

WA cut­off ICR (x) 1.89<br />

WA cut­off DSCR (x) 1.83<br />

Average loan size (EURm) 54.4<br />

Largest loan size (EURm) 190.6<br />

Smallest loan size (EURm) 15.4<br />

WA loan term (years) 5.07<br />

WA loan seasoning (months) 20.03<br />

Source: Transaction documents<br />

Pool Composition<br />

The reference portfolio includes 25 loans originated<br />

by HRE and HI between July 2002 and July 2007<br />

(including by way of acquisition from a third party).<br />

The pool displays significant loan granularity when<br />

compared to recent European CMBS transactions: of<br />

the 25 loans, 17 account for less than 5% of the<br />

portfolio balance. Of the remaining loans, only two<br />

account for more than 10% of the pool balance.<br />

Overall, the loans in the reference portfolio benefit<br />

from high coverage and low LTV ratios. However,<br />

the loans vary greatly amongst themselves and are<br />

DSCR Distribution<br />

By reference claim balance<br />

(%)<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

< 1.02<br />

1.02 ­ 1.22<br />

1.22 ­ 1.42<br />

1.42 ­ 1.62<br />

1.62 ­ 1.82<br />

1.82 ­ 2.02<br />

Source: Transaction documents<br />

therefore best represented graphically by the<br />

distributions shown on the following pages.<br />

Eligibility Criteria<br />

At closing, and at the date of any subsequent<br />

replenishment, the reference portfolio will have to<br />

comply with the eligibility criteria. These stipulate<br />

that, amongst others:<br />

· each reference loan has been originated by HRE<br />

or HI in its ordinary course of business<br />

(including through acquisition from a third<br />

party);<br />

· each reference loan is euro­denominated;<br />

· each reference loan is subject to the laws of<br />

England, France, Germany or the Netherlands<br />

and is legally valid, binding and enforceable;<br />

· no reference loan matures later than June 2014;<br />

· no reference loan has an LTV greater than 90%;<br />

2.02 ­ 2.21<br />

2.21 ­ 2.41<br />

2.41 ­ 2.61<br />

2.61 ­ 2.81<br />

2.81 ­ 3.01<br />

3.01 ­ 3.21<br />

> 3.21<br />

Collateral Summary<br />

Location<br />

Number of<br />

properties<br />

Total<br />

lettable area<br />

(sq. m)<br />

Total<br />

lettable area<br />

(%)<br />

Total gross<br />

passing rent<br />

Total<br />

passing<br />

rent (%)<br />

Total market<br />

value<br />

Total<br />

market<br />

value (%)<br />

France Paris (CBD) 2 37,740 4.7 21,190,458 15.1 398,400,000 17.7<br />

France Greater Paris 4 111,886 14.1 30,328,075 21.6 521,200,000 23.1<br />

France Paris (La Défense) 2 30,230 3.8 13,111,411 9.3 252,900,000 11.2<br />

France Regional 1 12,816 1.6 4,352,865 3.1 97,000,000 4.3<br />

Germany Berlin 5 59,738 7.5 9,013,016 6.4 128,670,000 5.7<br />

Germany Cologne 1 1,192 0.1 172,742 0.1 2,820,000 0.1<br />

Germany East Metropolitan 2 6,505 0.8 497,716 0.4 8,040,000 0.4<br />

Germany East Regional 6 6,656 0.8 774,048 0.6 11,690,000 0.5<br />

Germany Frankfurt 3 9,801 1.2 987,733 0.7 9,630,000 0.4<br />

Germany Hamburg 2 16,460 2.1 2,679,423 1.9 39,950,000 1.8<br />

Germany Munich 3 30,484 3.8 3,145,249 2.2 55,366,000 2.5<br />

Germany West Metropolitan 8 70,391 8.8 9,640,668 6.9 166,320,097 7.4<br />

Germany West Regional 96 368,280 46.3 37,836,312 26.9 455,998,889 20.2<br />

Netherlands Amsterdam 1 470 0.1 320,346 0.2 4,920,000 0.2<br />

Netherlands Metropolitan 2 30,438 3.8 5,965,359 4.2 92,040,000 4.1<br />

Netherlands Regional 2 2,488 0.3 638,055 0.5 9,770,000 0.4<br />

Total 140 795,576 100.0 140,653,475 100.0 2,254,714,986 100.0<br />

Source: Transaction documents<br />

ESTATE Pan­Europe 5: January 2008<br />

5


Structured Finance<br />

ICR Distribution<br />

By reference claim balance<br />

(%)<br />

40<br />

trustee ­ to add new reference loans in order to<br />

maintain the expected paydown profile of the notes.<br />

Any such replenishment may only occur before<br />

December 2012 and will be subject to replenishment<br />

conditions; the main criteria are listed below.<br />

30<br />

20<br />

10<br />

0<br />

< 1.25<br />

1.25 ­ 1.44<br />

1.44 ­ 1.62<br />

1.62 ­ 1.81<br />

1.81 ­ 1.99<br />

1.99 ­ 2.18<br />

Source: Transaction documents<br />

2.18 ­ 2.36<br />

2.36 ­ 2.55<br />

2.55 ­ 2.73<br />

2.73 ­ 2.92<br />

2.92 ­ 3.10<br />

3.10 ­ 3.29<br />

> 3.29<br />

· the new reference loan meets the eligibility<br />

criteria (excluding limitations on loan<br />

jurisdiction, property location, maximum claim<br />

amounts, minimum seasoning and maximum<br />

maturity date);<br />

· the new reference loan is euro­denominated and<br />

subject to the laws of, and secured by properties<br />

located in, a member state of the EU in the euro<br />

zone;<br />

· no borrower has outstanding reference loans<br />

greater than EUR190.6m;<br />

· no borrowers are in bankruptcy, administration<br />

or insolvency, have stopped their payments, or<br />

are subject to litigation;<br />

· each reference loan is secured by a seniorranking<br />

mortgage over one or more properties<br />

located in France, Germany or the Netherlands,<br />

over which the mortgagor has a good title; and<br />

· each mortgaged property is covered by building<br />

insurance and is not, to the best knowledge of<br />

HRE or HI, subject to any engineering or<br />

environmental risks.<br />

Non­compliance with any of the above or other<br />

eligibility criteria will result in the affected loan<br />

failing to qualify for the allocation of realised losses.<br />

Replenishment Criteria<br />

Following prepayments of reference loans, the issuer<br />

will have the option ­ without the consent of the<br />

· the new reference loan is not secured by<br />

specialty assets (such a leisure or healthcare<br />

assets), and is not a development loan;<br />

· no reference loan will constitute more than 15%<br />

of the reference portfolio and the average<br />

reference loan balance will not be greater than<br />

EUR60m;<br />

· the ICR of the new reference loan is greater than<br />

1.30x and the WA ICR of the reference portfolio,<br />

following the inclusion of the new reference<br />

loan, is greater than 1.90x;<br />

· the WA LTV of the reference portfolio,<br />

following the inclusion of the new reference<br />

loan, is lower than 62%;<br />

· no realised losses in excess of EUR4.0m have<br />

been allocated; and<br />

· rating agency confirmation that the inclusion of<br />

the reference loan will not adversely affect the<br />

rating of any class of notes.<br />

Reference Claim Balance Distribution<br />

By reference claim balance<br />

(%)<br />

25<br />

20<br />

LTV Distribution<br />

By reference claim balance<br />

(%)<br />

50<br />

40<br />

15<br />

30<br />

10<br />

20<br />

5<br />

10<br />

0<br />

< 15.4<br />

15.4 ­ 31.3<br />

31.3 ­ 47.3<br />

47.3 ­ 63.2<br />

63.2 ­ 79.1<br />

79.1 ­ 95.0<br />

95.0 ­ 111.0<br />

111.0 ­ 126.9<br />

126.9 ­ 142.8<br />

142.8 ­ 158.7<br />

158.7 ­ 174.7<br />

174.7 ­ 190.6<br />

> 190.6<br />

0<br />

< 43.1%<br />

43.1% ­ 47.2%<br />

47.2% ­ 51.3%<br />

51.3% ­ 55.3%<br />

55.3% ­ 59.4%<br />

59.4% ­ 63.5%<br />

63.5% ­ 67.6%<br />

67.6% ­ 71.7%<br />

71.7% ­ 75.8%<br />

75.8% ­ 79.9%<br />

79.9% ­ 84.0%<br />

84.0% ­ 88.1%<br />

> 88.1%<br />

Source: Transaction documents<br />

Source: Transaction documents<br />

ESTATE Pan­Europe 5: January 2008<br />

6


Structured Finance<br />

<strong>Fitch</strong> has assessed the potential migration in credit<br />

quality of the reference portfolio that is permitted by<br />

the above criteria. The ratings are commensurate<br />

with this eventuality.<br />

Senior Participations<br />

Ten of the reference loans represent senior<br />

participations of whole loans. Interest and principal<br />

receipts on these loans will be allocated on a<br />

sequential basis; that is, they will first be allocated to<br />

the portion covered by the reference loan.<br />

Conversely, any losses will be allocated first to the<br />

portion not covered by the reference loan. The<br />

relevant loans are listed in the table below.<br />

A note/B note Split<br />

Loan ID A­Loan B­Loan Whole loan<br />

1009 15,427,945 2,700,000 18,127,945<br />

1012 33,650,000 4,300,000 37,950,000<br />

1016 44,600,000 11,400,000 56,000,000<br />

1017 28,768,750 1,650,000 30,418,750<br />

1018 20,755,699 7,000,000 27,755,699<br />

1019 32,050,364 4,900,000 36,950,363<br />

1022 24,032,223 3,300,000 27,332,223<br />

1023 55,950,000 8,400,000 64,350,000<br />

1024 43,500,000 6,900,000 50,400,000<br />

1025 25,801,000 3,700,000 29,501,000<br />

Source: Transaction documents<br />

German Tax Reform<br />

The German Business Tax Reform was approved by<br />

the German legislator in July 2007 and will take<br />

effect from January 2008. This reform could have a<br />

significant impact on German and foreign corporate<br />

entities which financed their German property<br />

holdings with debt. While the corporate tax rate will<br />

be lowered, the tax base will be enlarged by means<br />

of limiting the deductibility of interest (interest<br />

deduction barrier) which effectively can increase the<br />

tax burden of borrowing entities. However, a<br />

borrower is not subject to the interest deduction<br />

barrier if its net interest expense in the relevant fiscal<br />

year is less than EUR1m or the specifics of the<br />

borrower’s structure ensure its non­applicability<br />

(exemption clauses). In case the deductibility of<br />

interest payments made by the borrowers is reduced,<br />

this might impact the net cash flow available to<br />

service the loans.<br />

13 of the 25 loans may be affected by the tax reform,<br />

either because they are secured on German<br />

properties or because they are granted to German<br />

borrowers. <strong>Fitch</strong> has not received any information<br />

that confirms the expected impact on these loans as<br />

this assessment has not yet been completed by the<br />

originators; consequently, it has not been possible to<br />

incorporate this risk into its rating analysis. However,<br />

the high coverage on the loans that may be affected<br />

(1.92x WA ICR and 1.83x WA DSCR) mitigates the<br />

potential adverse effect of increased tax expenses on<br />

their performance.<br />

• Property Collateral<br />

Overview<br />

The properties securing the reference loans are<br />

located in France (56% of total market value),<br />

Germany (39%) and the Netherlands (5%). Of the<br />

140 properties, there is a strong focus on office<br />

properties (64% of the total market value); the<br />

balance is accounted for by retail and multifamily<br />

properties (23% and 13%, respectively).<br />

Collateral Summary<br />

Number of properties 140<br />

Total lettable area (sq. m) 795,576<br />

Total passing rent 140,653,475<br />

Total ERV 141,097,816<br />

Total market value 2,254,714,986<br />

Source: Transaction documents<br />

<strong>Fitch</strong> has inspected a large number of the properties<br />

securing the outstanding balance of the reference<br />

portfolio. It has also reviewed the valuations for the<br />

properties to assess initial and equivalent yields. This<br />

enabled it to gain a good understanding of the<br />

markets for each of the properties and to assess each<br />

loan individually.<br />

Property Market Exposure<br />

Office Properties<br />

Some 52% of the collateral pool by MV are offices<br />

located in and around Paris, the remaining 12.5% are<br />

located in mainly western German and Dutch cities.<br />

Three of the seven Paris properties are single<br />

tenanted ­ this risk is mitigated by the strength of<br />

two of the tenants as well as their geographical<br />

diversity. Within Paris, two assets are located in the<br />

city centre, two in La Défense Business District, one<br />

Property Type Concentration<br />

By market value<br />

Retail<br />

23%<br />

Multifamily<br />

13%<br />

Source: Transaction documents<br />

Office<br />

64%<br />

ESTATE Pan­Europe 5: January 2008<br />

7


Structured Finance<br />

Geographic Concentration<br />

By market value<br />

Germany<br />

39%<br />

Netherlands<br />

5%<br />

France<br />

56%<br />

• Loan Summaries<br />

The reference loans vary widely in nature; further,<br />

the reference portfolio benefits from high granularity.<br />

A description of the five largest reference loans is<br />

provided below. Due to disclosure restrictions, it is<br />

not possible to provide additional detail on specific<br />

assets and tenants. A table summarising the main<br />

characteristics of all the reference loans is included<br />

in the appendix.<br />

Reference Loan 1002<br />

(14.0% of the Reference Portfolio)<br />

Source: Transaction documents<br />

each in the Clichy, Nanterre and Colombes districts<br />

and another 18km south of the city centre.<br />

The overall office market in Paris has remained<br />

active despite the turbulence in the financial markets<br />

since the summer of 2007. The vacancy rate has<br />

remained constant, around 5%. Demand in Paris is<br />

expected to persist despite growing supply.<br />

Retail Properties<br />

Some 17 % of the collateral pool by MV consists of<br />

retail and shopping centre properties located in<br />

Germany; the remaining 5.5% is located in regional<br />

France and the Netherlands. The main retail assets<br />

consist of multi­tenanted portfolios that benefit from<br />

diverse occupiers offer. The shopping centre<br />

property benefits from diversified income sources, so<br />

the default of a single, or even several, tenants would<br />

most probably not be sufficient to cause the<br />

borrower to fail to meet its debt payment<br />

requirements through the term of the loan.<br />

Multifamily Properties<br />

Some 13 % of the collateral pool by MV consists of<br />

multi­family portfolios in Germany. Multifamily<br />

portfolios benefit from stable cash flows due to<br />

tenant granularity; however, the recent influx of<br />

international capital into the sector has resulted in<br />

significant yield compression in the valuation of<br />

multifamily assets, often supported by equity<br />

business plans. By contrast, the assets in the<br />

reference portfolio display stabilised cash flows and<br />

were valued in 2005 and 2006; consequently, their<br />

valuations do not reflect the significant yield<br />

compression that has since occurred. Overall, the<br />

assets are characteristic of portfolios that have been<br />

seen in other transactions, representing a stable<br />

source of income by offering accommodation of a<br />

good quality at affordable prices in both<br />

metropolitan and regional locations.<br />

1002: Key Characteristics<br />

Currency<br />

EUR<br />

A note balance 190,600,000<br />

B note balance 0<br />

A note participation (%) 100.0<br />

Cut­off A note LTV (%) 62.5<br />

Exit A note LTV (%) 62.5<br />

Cut­off A note ICR (x) 1.64<br />

Cut­off A note DSCR (x) 1.64<br />

Interest rate type<br />

Floating<br />

Loan maturity 28 June 2013<br />

Number of properties 1<br />

Property type (%) Office (100.0)<br />

Location (%) France Greater Paris (100.0)<br />

Market value 305,000,000<br />

Passing rent 16,293,987<br />

ERV 17,876,567<br />

Number of leases 34<br />

WA length to break 3.12<br />

Source: Transaction documents<br />

This seven­year loan was originated in June 2006 to<br />

fund the acquisition of an office complex located in<br />

greater Paris. The borrower is a French SPV. The<br />

loan benefits from an ICR covenant of 1.30x.<br />

At origination, a further EUR8.4m was made<br />

available to finance capital works on the property.<br />

This line will be available to the borrower until June<br />

2010; if drawn, it will mature in June 2013. To date,<br />

it has not been drawn; any future drawings would be<br />

subordinated to the reference loan.<br />

The reference loan is secured by an office complex<br />

located in a business park in Nanterre, 8km west of<br />

central Paris. The asset was completed in 1990 and<br />

consists of six connecting six­storey buildings used<br />

primarily for office purposes. The overall complex<br />

benefits from good rail and road connections, as well<br />

as good quality services, including a staff restaurant<br />

and sports facilities.<br />

The property is let to 31 tenants, with a weighted<br />

average lease length to break and expiry of 3.1 years<br />

and 6.5 years, respectively. The two largest tenants<br />

contribute 11.7% and 9.5% of passing rent,<br />

respectively. The complex has a vacancy rate of 9 %<br />

ESTATE Pan­Europe 5: January 2008<br />

8


Structured Finance<br />

(by ERV) and the occupied space is approximately<br />

rack­rented.<br />

Reference Loans 1010/1011<br />

(11.5% of the Reference Portfolio)<br />

1010/1011: Key Characteristics<br />

Currency<br />

EUR<br />

A note balance 156,437,500<br />

B note balance 0<br />

A note participation (%) 100.0<br />

Cut­off A note LTV (%) 61.9<br />

Exit A note LTV (%) 61.9<br />

Cut­off A note ICR (x) 2.07<br />

Cut­off A note DSCR<br />

2.07<br />

(x)<br />

Interest rate type<br />

Fixed<br />

Loan maturity 30 July 2012<br />

Number of properties 2<br />

Property type (%) Office (100.0)<br />

Location (%) France Paris (La Défense) (100.0)<br />

Market value 252,900,000<br />

Passing rent 13,111,411<br />

ERV 12,700,000<br />

Number of leases 2<br />

WA length to break 6.66<br />

Source: Transaction documents<br />

These two cross­collateralised and cross­defaulted<br />

loans were originated in July 2007 to refinance<br />

existing debt on two office properties located in La<br />

Défense in Paris. The borrowers are French SPVs,<br />

ultimately held by high net worth individuals. In<br />

addition to the reference loans, three subordinated<br />

additional loans were granted to the same borrowers,<br />

bringing the total leverage to 81.3% LTV. The<br />

combined loans are amortising through a cash sweep<br />

mechanism: all excess cash will be applied to pay<br />

down debt during the first three years of the term,<br />

following which the cash swept may decrease to<br />

50% of excess cash if the overall LTV of the<br />

combined loans, including both the reference and<br />

subordinated loans, is lower than 76.8%. Of the cash<br />

swept, 85% is allocated to reference loan 1011 and<br />

the remaining 15% to reference loan 1010, due to the<br />

higher allocated LTV of the former.<br />

The two office properties are both located in La<br />

Défense; one was recently refurbished and benefits<br />

from a higher quality specification. Both assets are<br />

wholly occupied by the same tenant, a wholly­owned<br />

subsidiary of a ‘AA­’ rated corporate.<br />

Reference Loan 1007<br />

(8.9% of the Reference Portfolio)<br />

1007: Key Characteristics<br />

Currency<br />

EUR<br />

A note balance 121,600,000<br />

B note balance 0<br />

A note participation (%) 100.0<br />

Cut­off A note LTV (%) 43.1<br />

Exit A note LTV (%) 43.1<br />

Cut­off A note ICR (x) 1.25<br />

Cut­off A note DSCR (x) 1.25<br />

Interest rate type<br />

Fixed<br />

Loan maturity 02 July 2012<br />

Number of properties 1<br />

Property type (%) Office (100.0)<br />

Location (%) France Paris (CBD) (100.0)<br />

Market value 282,400,000<br />

Passing rent 13,203,528<br />

ERV 16,820,077<br />

Number of leases 12<br />

WA length to break 2.79<br />

Source: Transaction documents<br />

This loan was originated in July 2002 to fund the<br />

acquisition of an office property located in central<br />

Paris. It was originated by a third party and was<br />

subsequently acquired by HI. The borrower is a<br />

German open­ended fund, which has the ability to<br />

acquire further assets and incur additional<br />

indebtedness. The loan structure includes three pari<br />

passu tranches that only differ with respect to their<br />

base rates. There are no technical covenants;<br />

however, this is partially mitigated by the loan’s low<br />

leverage.<br />

The loan is secured on an eight­storey office block<br />

located in the ninth district (arrondissment) of Paris,<br />

a central location benefiting from good public<br />

transport connections to both metro and bus lines.<br />

The property consists of four independent eightstorey<br />

office buildings that were recently refurbished<br />

to a grade A specification and converted from singletenant<br />

to multi­tenant use. As these improvements<br />

were only recently completed, the property is<br />

approximately 27% vacant and is currently in the<br />

process of being relet. To date, 12 leases have been<br />

signed with 11 tenants, of which the largest is stateowned.<br />

Given the desirable location and quality of<br />

the office space, it is likely that the current vacancy<br />

rate will decrease further over the term of the<br />

transaction. Consequently, some credit was given to<br />

this vacant space in <strong>Fitch</strong>’s analysis.<br />

ESTATE Pan­Europe 5: January 2008<br />

9


Structured Finance<br />

Reference Loan 1015<br />

(6.2% of the Reference Portfolio)<br />

1015: Key Characteristics<br />

Currency<br />

EUR<br />

A note balance 85,000,000<br />

B note balance 0<br />

A note participation (%) 100.0<br />

Cut­off A note LTV (%) 83.7<br />

Exit A note LTV (%) 83.7<br />

Cut­off A note ICR (x) 1.98<br />

Cut­off A note DSCR (x) 1.98<br />

Interest rate type<br />

Floating<br />

Loan maturity 10 October 2013<br />

Number of properties 39<br />

Property type (%) Multifamily (100.0)<br />

Location (%) Germany West Regional (66.7)<br />

Market value 101,603,000<br />

Passing rent 10,629,937<br />

ERV 10,629,937<br />

Number of leases<br />

n.a.<br />

WA length to break<br />

n.a.<br />

Source: Transaction documents<br />

This loan was originated in June 2006 to refinance a<br />

portfolio of multifamily assets. The borrowers are<br />

four Swedish SPVs, ultimately held by a Nordic<br />

advisory and banking platform. The loan benefits<br />

from an ICR covenant of 1.25x.<br />

The portfolio consists of good quality assets<br />

constructed between 1935 and 1981, scattered across<br />

the main German cities/towns. The highest<br />

concentrations by market value are in Munich (15%<br />

of market value), Frankfurt (9%) and Dusseldorf<br />

(9%). The majority of the portfolio’s surface area<br />

consists of residential units with an average size of<br />

58 sq. m and an average rent of EUR5.71/sq.<br />

m/month. Approximately 9% of the residential<br />

surface area is currently vacant.<br />

Reference Loan 1001<br />

(5.7% of the Reference Portfolio)<br />

1001: Key Characteristics<br />

Currency<br />

EUR<br />

A note balance 77,765,625<br />

B note balance 0<br />

A note participation (%) 100.0<br />

Cut­off A note LTV (%) 62.7<br />

Exit A note LTV (%) 59.4<br />

Cut­off A note ICR (x) 1.65<br />

Cut­off A note DSCR (x) 1.38<br />

Interest rate type<br />

Floating<br />

Loan maturity 10 May 2013<br />

Number of properties 1<br />

Property type (%) Office (100.0)<br />

Location (%) France Greater Paris (100.0)<br />

Market value 124,000,000<br />

Passing rent 6,783,943<br />

ERV 6,804,518<br />

Number of leases 8<br />

WA length to break 1.80<br />

Source: Transaction documents<br />

This loan was originated in June 2006 to finance the<br />

acquisition of an office property located in greater<br />

Paris. The borrower is a French SPV, ultimately held<br />

under the SIIC tax regime. The loan structure<br />

includes ICR and DSCR covenants of 1.35x and<br />

1.15x respectively. The loan also benefits from a<br />

EUR3m escrow account available to cover interest<br />

shortfalls, if any.<br />

The property complex consists of four connecting<br />

buildings completed in January 2002 and primarily<br />

used for office purposes. The buildings range<br />

between six and eight stories and are located in<br />

Clichy la Garenne in north west Paris.<br />

The complex is 90.6% let to seven tenants. Its<br />

weighted average remaining length to break of 1.8<br />

years leaves it heavily exposed to rollover risk,<br />

largely due to the French 3/6/9 year lease structure.<br />

This risk is accentuated by the significant exposure<br />

to the two largest tenants: a transport and logistics<br />

company and a rental and fleet management<br />

company. These two tenants account for 39.4% and<br />

33.0% of the net passing rent, respectively.<br />

• Origination and Servicing<br />

Following a review by <strong>Fitch</strong> of HRE and HI’s<br />

origination, underwriting and servicing processes,<br />

<strong>Fitch</strong> considers each to be effective originators and<br />

servicers of commercial mortgage loans. <strong>Fitch</strong> found<br />

their controls over origination, underwriting and<br />

servicing to be satisfactory.<br />

Origination<br />

Hypo Real Estate Bank International <strong>AG</strong> and Hypo<br />

Real Estate Bank <strong>AG</strong> combine international real<br />

estate financing in 18 sales locations around the<br />

world.<br />

The origination and underwriting process at HRE<br />

and HI is handled by separate groups to insure<br />

adherence to company mandated risk controls. The<br />

origination group is not involved in structuring or<br />

addressing legal issues. <strong>Fitch</strong> views favourably the<br />

separation of duties associated with origination and<br />

underwriting, as it separates ‘relationship’ banking<br />

from the credit analysis of new loans.<br />

All loans are subject to a dual approval process<br />

beginning with completion of the standardised ‘Deal<br />

Brief’ process, which involves input from legal, risk<br />

management and senior management. This preunderwriting<br />

committee determines the structure of<br />

the proposed loan and identifies critical issues and<br />

risk mitigants. Following approval of the deal brief,<br />

a ‘Deal Team’ is established, which includes<br />

transaction management, property analysis and<br />

underwriting. The Deal Team prepares the<br />

ESTATE Pan­Europe 5: January 2008<br />

10


Structured Finance<br />

committee presentation that details the transaction<br />

and a summary of due diligence conducted before<br />

loan drawdown. Typically this will include:<br />

· environmental and structural surveys;<br />

· insurance details;<br />

· third­party reports on title, etc;<br />

· property income and expense certification;<br />

· loan structure;<br />

· risks and mitigants analysis;<br />

· review of borrower.<br />

Any credit decision requires two consenting votes by<br />

each of the A and B Authorities. The A Authority is<br />

a Business Line vote for support of the transaction,<br />

while the B Authority second vote is a stand­alone,<br />

independent vote. Once a loan has been approved by<br />

the credit committee and the borrower has accepted<br />

the letter of an offer, a separate transaction<br />

management team will process the loan to closing.<br />

Servicing<br />

The credit risk management processes of servicing<br />

and monitoring, intensified management and<br />

problem loans is the responsibility of the Loan<br />

Services department, with respect to loans originated<br />

by both HRE and HI. Loan Services acts as both<br />

servicer and special servicer for securitised deals. As<br />

servicer, Loan Services will be responsible for<br />

undertaking the primary servicing, including the dayto­day<br />

administration of the loans and monitoring<br />

compliance of the loans with the relevant credit<br />

agreement. While HI or HRE is not rated as a<br />

primary or special servicer by <strong>Fitch</strong>, the rating<br />

agency did undertake a review of the servicing<br />

operations in conjunction with this deal. For more<br />

information on <strong>Fitch</strong>’s servicer rating programme,<br />

please see the report “Rating Criteria for European<br />

Residential and Commercial Mortgage Loan<br />

Servicers,” dated 20 August 2007 available on the<br />

agency’s website.<br />

Once a loan is in arrears for more than 30 days, or<br />

following a loan covenant breach triggering a special<br />

servicing transfer event, the intensive support<br />

process is applied. In such situations a review is<br />

conducted to determine the best workout strategy,<br />

ranging from restructuring to foreclosure, and what<br />

options are available under the terms of the<br />

securitisation. In case of restructuring, an<br />

improvement of the situation is targeted for the next<br />

six to 12 months. Should this not be successful, the<br />

loan would then be transferred to the Intensive Care<br />

department. In case of foreclosure, the responsibility<br />

is transferred to the Intensive Care group directly.<br />

There is a maximum three year retention period for<br />

loans in the Intensive Care department.<br />

• Credit Analysis<br />

<strong>Fitch</strong> analysed the loans included in the transaction<br />

with its CMBS asset model. The model is a Monte<br />

Carlo simulation of property cash flows, generated<br />

by aggregating the flows projected for each unit.<br />

Tenant defaults ­ simulated through <strong>Fitch</strong>'s<br />

VECTOR model ­ depend on credit ratings and<br />

industry correlation assumptions, and lease renewal<br />

probabilities depend on the lease standards for each<br />

market. Tens of thousands of iterations are carried<br />

ESTATE Pan­Europe 5: January 2008<br />

11


Structured Finance<br />

out to produce a range of possible scenarios at unit,<br />

and consequently at property, level. The projected<br />

property income provides the basis for the valuation<br />

of the property. The results are then aggregated to<br />

plot the loss distribution for each loan in the pool.<br />

Percentiles commensurate with the different stress<br />

levels are used to determine the gross credit<br />

enhancement for each loan and for the overall pool.<br />

For further information on the agency’s asset<br />

modelling methodology, please see the report titled<br />

“Criteria for European CMBS Asset Analysis”, dated<br />

12 September 2007 available on the agency’s<br />

website at www.fitchratings.com.<br />

• Performance Analytics<br />

<strong>Fitch</strong> will monitor the transaction regularly and as<br />

warranted by events. Its structured finance<br />

performance analytics team ensures that the assigned<br />

ratings remain, in the agency’s view, an appropriate<br />

reflection of the issued notes’ credit risk.<br />

In particular, the agency will monitor the<br />

composition of the reference portfolio following<br />

replenishments. At closing, the reference loans<br />

benefit from high coverage and low LTV ratios, as<br />

well as relatively conservative valuation yields. In<br />

addition, the overall portfolio benefits from a high<br />

level of property diversity and loan granularity.<br />

Adverse movements in these characteristics could<br />

lead to rating action over the term of the transaction.<br />

In addition, <strong>Fitch</strong> will monitor the occupational and<br />

investment trends in the Paris office market. Given<br />

the transaction’s high exposure to this market, a<br />

decline of this market could lead to increased term<br />

and/or refinancing risk of the affected reference<br />

loans.<br />

Details of the transaction’s performance are<br />

available to subscribers at www.fitchresearch.com .<br />

Further information on this service is available at<br />

www.fitchratings.com.<br />

Please call the <strong>Fitch</strong> analysts listed on the first page<br />

of this report with any queries regarding the initial<br />

analysis or the ongoing performance.<br />

ESTATE Pan­Europe 5: January 2008<br />

12


Structured Finance<br />

• ESTATE Pan­Europe 5<br />

CMBS/Europe<br />

Capital Structure<br />

Class<br />

Final<br />

ratings<br />

Amount<br />

(m) CE (%)<br />

Adv.<br />

rate (%) Interest rate (%)<br />

PMT<br />

freq<br />

ISIN/<br />

CUSIP<br />

First IPD<br />

Expected<br />

maturity<br />

Legal<br />

maturity<br />

A1a* NR 800.00 21.0 47.6 n.a. Q n.a. April 2008 July 2014 July 2018<br />

A1b* NR 752.40 21.0 47.6 n.a. Q n.a. April 2008 July 2014 July 2018<br />

A1+ AAA 0.50 21.0 47.7 EURIBOR + 50 bps Q XS0337713399 April 2008 July 2014 July 2018<br />

A2 AAA 70.15 15.8 50.8 EURIBOR + 50 bps Q XS0337714017 April 2008 July 2014 July 2018<br />

B AA 74.50 10.4 54.1 EURIBOR + 75 bps Q XS0337715170 April 2008 July 2014 July 2018<br />

C A 74.00 4.9 57.4 EURIBOR + 110 bps Q XS0337716574 April 2008 July 2014 July 2018<br />

D BBB 42.60 1.8 59.3 EURIBOR + 230 bps Q XS0337718356 April 2008 July 2014 July 2018<br />

E NR 14.50 0.7 59.9 EURIBOR + 230 bps Q XS0337720097 April 2008 July 2014 July 2018<br />

F NR 10.00 0.0 60.3 EURIBOR + 410 bps Q XS0337721145 April 2008 July 2014 July 2018<br />

Total 1,360,60<br />

Closing date 27 December 2007 Country of issuer Germany<br />

* USD denominated; USD:EUR = 1.4450:1; Euro­equivalent: EUR553.6 Class A1a notes, EUR520.7m Class A1b notes<br />

Source: Transaction documents<br />

Collateral<br />

Reference portfolio characteristics<br />

Property pool characteristics<br />

Number of loans 25 Number of properties 140<br />

Outstanding balance (EURm) 1,361 Market value (EURm) 2,254.7<br />

Further advances (EURm) 0 Passing rent (EURm) 140.7<br />

WA cut­off LTV (%) 62.2 Estimated rental value (EURm) 141.1<br />

Max LTV (%) 88.1 Number of tenants 415<br />

WA exit LTV (%) 61.3 Three largest tenants (% of ERV) 18.3<br />

Largest loan size (EURm) 191 WA tenant rating CCC­<br />

Three largest loans (% of pool) 34.4 WA lease expiry (inc. 1st break) 5.49<br />

WA ICR (x) 1.94 <strong>Fitch</strong> WA property quality B<br />

WA loan term (years) 5.07 WA EPMM score 3<br />

Final loan maturity date 26 June 2014<br />

Number of single tenant loans 6<br />

Location of assets (%)<br />

France (56.3), Germany<br />

(39.0), Netherlands (4.7)<br />

Source: Transaction documents<br />

Credit Committee Highlights<br />

· The reference portfolio displays significant granularity when<br />

compared to recent European CMBS transactions: of the 25<br />

loans, 17 account for less than 5% each of the portfolio<br />

balance. Of the remaining loans, only two account for more<br />

than 10% of the pool balance each.<br />

· The property collateral has a strong exposure to the greater<br />

Paris office market (47% of reference portfolio; 52% of MV).<br />

Despite this concentration in the Greater Paris area (Ile de<br />

France), the strength of the market and the individual assets<br />

and the geographical spread of the assets across Paris<br />

mitigates the potential impact on the transaction’s<br />

performance of a downturn in this market.<br />

· The reference loans were originated between July 2002 and<br />

July 2007 and have a WA seasoning of 20 months.<br />

Consequently, the reference loans ­ especially those with<br />

greater seasoning ­ are secured by properties that are valued<br />

more conservatively and exhibit higher initial yields than those<br />

securing recent European CMBS transactions. However, this<br />

has the potential to change over the term if more recently<br />

originated loans are included in the pool through<br />

replenishment.<br />

· The reference loans benefit from high coverage ratios, with a<br />

WA interest coverage ratio (WA ICR) of 1.89x and a WA debt<br />

service coverage ratio (WA DSCR) of 1.83x.<br />

· The reference loans exhibit a wide range of maturity dates,<br />

between July 2010 and June 2014. Consequently, the<br />

transaction will not be overly exposed to property and capital<br />

market conditions in any particular time over its term.<br />

Property Type Concentration<br />

By market value<br />

Retail<br />

23%<br />

Multifamily<br />

13%<br />

Source: Transaction documents<br />

Office<br />

64%<br />

ESTATE Pan­Europe 5: January 2008<br />

13


Structured Finance<br />

• Appendix 1<br />

Reference Portfolio Summary<br />

Id<br />

Description<br />

A note<br />

balance<br />

(EURm)<br />

B note<br />

balance A note<br />

(EURm) LTV (%)<br />

Exit A<br />

note<br />

LTV*<br />

(%)<br />

A note<br />

ICR (x)<br />

A note<br />

DSCR<br />

(x)<br />

Interest<br />

rate<br />

type<br />

Loan<br />

maturity<br />

Market<br />

value<br />

(EURm)<br />

Passing<br />

rent<br />

(EURm)<br />

ERV<br />

(EURm)<br />

Number<br />

of leases<br />

1001 Four office properties in the Clichy area of Paris. 77.8 0.0 62.7 59.2 1.65 1.38 Floating May 2013 124.0 6.8 6.8 8 1.80<br />

1002 One office property in the Nanterre area of Paris. 190.6 0.0 62.5 62.5 1.64 1.64 Floating Jun 2013 305.0 16.3 17.9 34 3.12<br />

1003 One office property in Massy, outside Paris. 21.0 0.0 45.0 44.6 3.29 3.21 Floating Nov 2012 46.8 4.1 3.4 1 1.74<br />

1004 One office property in Paris (CBD), let to a single tenant. 57.0 0.0 49.1 49.1 2.76 2.76 Fixed Jun 2013 116.0 8.0 6.0 1 5.34<br />

1005 One office property in Bois Colombes, in NW Paris. 22.0 0.0 48.5 48.5 2.54 2.54 Fixed Dec 2013 45.4 3.1 2.9 1 8.34<br />

1006 A single­tenanted office tower in Rotterdam. 40.0 0.0 47.4 47.4 2.89 2.89 Fixed May 2011 84.3 5.5 4.9 3 3.50<br />

1007 A recently renovated office building located in the centre of 121.6 0.0 43.1 43.1 1.25 1.25 Fixed Jul 2012 282.4 13.2 16.8 12 2.79<br />

Paris.<br />

1009 Four retail properties throughout the Netherlands. 15.4 2.7 68.7 65.6 1.77 1.35 Floating Apr 2013 22.4 1.5 1.5 38 4.36<br />

1010 Two office towers in La Defense, Paris, single­let. 156.4 0.0 61.9 61.9 2.07 2.07 Fixed Jul 2012 252.9 13.1 12.7 2 6.66<br />

1012 A secondary shopping centre in Oberhausen, Germany. 33.7 4.3 70.1 66.0 1.75 1.22 Floating Dec 2010 48.0 4.7 4.8 92 6.53<br />

1014 21 multi­family properties in North­Rhine Westphalia. 16.8 0.0 88.1 88.1 1.65 1.65 Floating Jul 2010 19.1 2.1 2.1 n.a. n.a.<br />

1015 39 multifamily properties in main German cities and towns. 85.0 0.0 83.7 83.7 1.98 1.98 Floating Oct 2013 101.6 10.6 10.6 n.a. n.a.<br />

1016 12 multifamily properties located throughout Germany. 44.6 11.4 61.9 61.9 1.76 1.76 Floating Jul 2011 72.0 4.7 4.8 8 .00<br />

1017 Mix use retail and office property in a business park in<br />

28.8 1.7 77.5 73.2 1.74 1.27 Floating Apr 2011 37.1 2.8 2.8 18 9.14<br />

Berlin.<br />

1018 Single tenant office property in Hamburg, Germany, over­ 20.8 7.0 66.7 66.7 1.79 1.79 Floating Jan 2012 31.1 2.2 1.5 2 12.34<br />

rented.<br />

1019 Two adjoining office properties in Bad Homburg, Germany. 32.1 4.9 67.9 62.1 1.61 1.02 Floating Jan 2012 47.2 2.9 2.8 3 4.00<br />

1021 A shopping centre in the centre of Muelheim, Germany, 69.4 0.0 65.3 65.3 2.23 2.23 Floating Jul 2011 106.3 7.3 7.6 145 4.74<br />

fully let.<br />

1022 Mixed use retail and office property in Baden­Württemberg, 24.0 3.3 77.5 77.5 1.57 1.38 Floating Jun 2011 31.0 2.1 2.0 17 8.57<br />

Germany.<br />

1023 Two office properties in Berlin, significantly over­rented. 56.0 8.4 64.5 64.5 1.82 1.82 Floating Jun 2011 86.7 5.7 4.1 25 3.40<br />

1024 Eight multifamily properties in northern Germany. 43.5 6.9 74.9 74.9 1.54 1.54 Floating Jun 2011 58.0 4.1 4.5 n.a. n.a.<br />

1025 Two multifamily properties located near Munich, Germany. 25.8 3.7 67.0 67.0 1.74 1.74 Floating Apr 2013 38.5 2.5 2.8 n.a. n.a.<br />

1026 A recently built shopping centre in Baden Baden, Germany. 52.2 0.0 60.0 60.0 1.64 1.64 Floating Jun 2014 87.0 4.4 5.1 36 10.77<br />

1027 48 grocery stores throughout Germany. 72.7 0.0 63.3 63.3 2.66 2.66 Floating Jun 2013 114.9 7.4 7.1 48 11.64<br />

1028 A shopping centre in the centre of Toulouse, France. 53.6 0.0 55.3 45.9 1.32 1.32 Floating Jun 2013 97.0 4.4 4.5 50 8.08<br />

* Excludes cash sweep paydown<br />

Source: Transaction documents<br />

WA<br />

length<br />

to break<br />

ESTATE Pan­Europe 5: January 2008<br />

14


Structured Finance<br />

• Appendix 2<br />

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ESTATE Pan-Europe 5: January 2008<br />

15

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