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Announcement:

Moody's determines no negative rating impact on four EMEA CMBS transactions following proposed transfer of Servicing

14 Sep 2012

London, 14 September 2012 -- Moody's Investors Service announced today that the proposal by Deutsche Bank AG, London Branch ("Deutsche Bank") to assign the role of servicer to Situs Asset Management Limited ("Situs"), will not, in and of itself and this time, result in a reduction or withdrawal of the ratings of the notes (the "Notes") issued by:

Issuer: DECO 15 -- Pan Europe 6 Limited

....EUR698.5M Class A1 Notes on Nov 20, 2009 Confirmed at Aaa (sf)

....EUR299.3M Class A2 Notes on Nov 20, 2009 Downgraded to Aa3 (sf)

Issuer: Deco 5 - UK Large Loan 1 plc

....GBP212.1M A1 Notes on Oct 4, 2005 Definitive Rating Assigned Aaa (sf)

....GBP56.5M A2 Notes on Jul 30, 2009 Downgraded to Aa2 (sf)

....GBP13.5M B Notes on Feb 17, 2012 Confirmed at Aa3 (sf)

Issuer: DECO 6 -- UK Large Loan 2 plc

....GBP259.9M Class A2 Notes on Jan 18, 2012 Downgraded to B1 (sf)

....GBP43M Class B Notes Jan 18, 2012 Downgraded to Caa3 (sf)

....GBP49.1M Class C Notes on Jan 18, 2012 Downgraded to Ca (sf)

....GBP30.1M Class D Notes on Jan 18, 2012 Downgraded to C (sf)

Issuer: Vanwall Finance plc

....GBP174.3M Notes on Aug 24, 2009 Downgraded to Baa1 (sf)

Moody's opinion addresses only the credit impact of the proposed action, and Moody's is not expressing any opinion as to whether the proposal has, or could have, other non-credit related effects that may have a detrimental impact on the interests of holders and/or counterparties.

Moody's has been notified by Deutsche Bank that it is looking to sell its European CMBS servicing to Situs and that it will assign its role of primary servicing for the above listed Issuers effective 14 September 2012. In connection with the proposed transfer, Moody's met with the representatives of the existing servicing team at Deutsche Bank and the staff at Situs. Moody's has reviewed various aspects of Situs's servicing platform including (i) management and organisational set up; (ii) staffing levels and procedures; (iii) special servicing know how and experience; and (iv) reporting tools and procedures. Moody's considers these to be sufficiently well developed to enable the company to provide the servicing function for the affected transactions.

Moody's noted in particular the following on the servicing transfer:

SITUS ASSET MANAGEMENT LIMITED

The Situs Companies, the US based parent company of Situs Europe which in turn owns Situs Asset Management Limited, is active in the primary and the special loan servicing business since 1990. In October 2011 it was acquired by Helios AMC, a Ranieri Partners sponsored company. The company is headquartered in Houston and operates twelve offices across the United States and Europe. The European arm which was established in 2004 currently services EUR 3.7 billion of debt (435 loans) through its Copenhagen and Frankfurt offices. The company also provides advisory, underwriting, valuation and transaction management services to clients in Europe.

STAFFING

The staff at Situs Europe comprises of 40 employees with backgrounds in banking, valuation, accounting, loan servicing, asset management, engineering and law. According to Deutsche Bank and Situs, the current employees of Deutsche Bank will be retained by Situs in their London office. The servicing team at Deutsche Bank currently comprises seven asset managers and a director who will continue servicing the affected transactions post transfer to Situs.

TRANSITION PERIOD

It is envisaged that Situs will retain Deutsche Bank's loan operations system for loan servicing administration and cash management for at least two interest payment dates ("IPDs") after the servicing transfer. Situs's loan operations team will take over following this transition period. Furthermore, Situs will retain the existing investor reporting application for at least two IPDs after the servicing transfer. Following this, Situs intends to use a new investor reporting package that is planned to include additional information on the respective loan pool(s).

OPERATIONAL RISK

In assessing the transfer of servicing to Situs, Moody's referred to its rating implementation guidance, "Global Structured Finance Operational Risk Guidelines: Moody's Approach to Analyzing Performance Disruption Risk". The operational risk arises if there is a disruption in the performance of certain transaction parties (such as a servicer or cash manager) which could disrupt the payment flow to investors. In these transactions, the cash manager relies on certain information provided by the servicer in order to draw on the liquidity facility. The servicer also facilitates the transfer of debt service payments from the borrowers' account into the respective issuer's account. In the event of a failure or bankruptcy of the servicer, it is highly probable that the cash manager would need to draw on the liquidity facility to prevent a temporary disruption in payments to noteholders while a replacement servicer is found. In Moody's opinion, there is significant uncertainty whether the cash manager would be able to draw on the liquidity facility without input from the servicer. The reliance on an unrated servicer (no Moody's corporate rating) with no structural mitigants to prevent payment disruption on the notes is, however, commensurate with the highest rating of the notes of DECO 6 -- UK Large Loan 2 plc and Vanwall Finance plc.

With respect to Deco 5 - UK Large Loan 1 plc and Deco 15 -- Pan Europe 6 Limited, Moody's expects the senior notes to be repaid in the near future. Considering the operational involvement of Deutsche Bank during the initial six-month phase and the likelihood of full repayment of the notes, Moody's deems the operational risk to be sufficiently mitigated for the senior notes.

Moody's assumes that Situs will fully comply with the servicing standards that are outlined in the servicing agreement relating to each of the affected transactions.

The principal methodology used in these ratings was Moody's Approach to Real Estate Analysis for CMBS in EMEA: Portfolio Analysis (MoRE Portfolio) published in April 2006. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Other methodologies and factors that may have been considered in the process of providing this opinion can be found at www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab.

Moody's will continue to monitor the ratings of the transaction. Any change in the ratings will be publicly disseminated by Moody's through appropriate media.

Deniz Yegenaga
Analyst
Structured Finance Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Oliver Moldenhauer
Vice President - Senior Analyst
Structured Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Tiffany Putman
Analyst
Structured Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Releasing Office:
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's determines no negative rating impact on four EMEA CMBS transactions following proposed transfer of Servicing
No Related Data.
© 2020 Moody's Corporation, Moody's Investors Service, Inc., Moody's Analytics, Inc. and/or their licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND/OR ITS CREDIT RATINGS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY'S (COLLECTIVELY, "PUBLICATIONS") MAY INCLUDE SUCH  CURRENT OPINIONS. MOODY'S INVESTORS SERVICE DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. SEE MOODY'S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY'S INVESTORS SERVICE CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS ("ASSESSMENTS"), AND  OTHER OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY'S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY'S ANALYTICS, INC. AND/OR ITS AFFILIATES. MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND  PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND  PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND OTHER OPINIONS AND PUBLISHES  ITS PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

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