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HATFIELD PHILIPS INTERNATIONAL Titan 2006-3 Review 11 December 2013

HATFIELD PHILIPS INTERNATIONAL Titan 2006-3 Review 11 December 2013. Hatfield Philips International 25 Canada Square – 34 th Floor London E14 5LB.

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HATFIELD PHILIPS INTERNATIONAL Titan 2006-3 Review 11 December 2013

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  1. HATFIELD PHILIPS INTERNATIONALTitan 2006-3 Review11 December 2013 Hatfield Philips International 25 Canada Square – 34th Floor London E14 5LB

  2. This report has been compiled by Hatfield Philips International Limited ("Hatfield Philips") in its capacity as Servicer of the loans which are discussed in this report. Hatfield Philips makes no representation as to the reliability of the information provided to it by third parties in order to compile this report.Information in this presentation should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments. This presentation may contain forward looking statements. While due care has been used in the preparation of forecast information, actual results may vary in a materially positive or negative manner. Forecasts and hypothetical examples are subject touncertainty and contingencies outside Hatfield Philips’s control. Neither the whole nor any part of this report may be reproduced in any published document, circular or statement, nor is it to be relied upon by any party, without the prior written permission of Hatfield Philips. Hatfield Philips disclaims any duty, responsibility or liability of any nature whatsoever to any party in respect of this report other than to its contractual partners. Disclaimer 1

  3. TITAN 2006-3 DEAL SUMMARY Asset Profile Value 2

  4. STAGE Loan Status Workout History Performance/Credit Events • Transferred to Special Servicing on 23 April 2013 due to payment default at maturity. • A standstill has been issued to allow sufficient time for the sale. • SPA notarized on 7 December 2013 and anticipated to close in time for January 2014 IPD. • Purchase price of € 13.8m, which is above any outstanding amounts, has been deposited on notarial escrow account on 6 December 2013. • The loan matured on 18 April 2013 and was transferred to Special Servicing. • All debt service payments have been made so far except for repayment at maturity. • The only tenant, representing 100% of the rental income has a WALT of 17.07 (7.07 until break option) years. Asset Status Strategy • Finalize sale of the Asset. 3

  5. KURHAUS Loan Status Workout History Performance/Credit Events • The Kurhaus loan has been in partial payment default since 18 July 2012, and the loan was not repaid at Final Maturity (January 2013). • The complex nature of the asset and corporate structure (requiring property/asset investigation including a full performance review, full valuation report, full technical due diligence report and a thorough legal analysis of potential enforcement routes) have been delaying the workout. • The sale of the asset through a structured share deal/loan sale is the best exit route as it is economically efficient and may be attractive to a larger set of potential purchasers. • The sales process was launched at the end of November 2013. There is high interest on the investor side. • The loan is currently in default. • The loan Maturity Date was 18 January 2013. • The largest tenant is the Kurhaus Hotel operator (belonging to the Borrowers’ group) representing 84% of rental income. • The value of the asset decreased significantly due to a large Capexbacklog, poor operating performance, and wider yield assumptions for this property. • A Restructuring Agreement was signed in August 2013. • The Broker was selected at the beginning of October 2013. • Sales process started end of November 2013. • First round bids are expected in mid-January 2014. Asset Status Strategy • The Special Servicer gained control and visibility over the structure. • The Special Servicer is conducting an open sales process (bidding process) to maximize recovery for note holders. • The Special Servicer expects signing of the SPA in course of Q1 2014, followed by a closing in Q1/Q2 2014. 7

  6. TARGET Loan Status Workout History Performance/Credit Events • Loan defaulted on 29 March 2013 when the Borrower opened safeguard proceedings. The Servicer was not given advance notice. • On 5 April 2013 the Servicer formally rejected a 55% DPO offer and transferred the loan to Special Servicing after evaluating: a) Latent Tax Liabilities; b) various legal workout scenarios; and c) NPV analysis. • JLL valued the portfolio at € 206.71m on 30 April 2013. • Special Servicer received Borrower safeguard plan 17 July 2013 containing two proposals: a) 9 year repayment plan or b) 55% DPO over 18 months subject to financing. • Special Servicer rejected 9 year safeguard plan and submitted its rationale along with a counterproposal on 20 September 2013 (see overview included). This included a minimum gross repayment of € 206.71m until 18 July 2016 subject to Noteholder approval. • The Administrator agreed to renew the observation period for 6 months until 29 March 2014. • Shareholder rejected counterproposal 17 October 2013. • On 14 November 2013, the Special Servicer received an unsolicited offer from a third party to purchase the Loan for € 128m. • The largest tenant occupies 7 of 15 buildings and represents 72% of portfolio rental income with WALL of 1.25 years (short dated WALL reflects conventional 3-6-9 years French lease terms). This tenant has recently vacated the entire Colombes property (Colombes represents 24% of portfolio market value and 25% of portfolio rental income). • For the Colombes site, the Borrower is keen to redevelop site by redeveloping the 48k sqm office accommodation into 102k sqm office space. • A sizeable latent capital gains tax liability exists in the Borrower structure due to significant difference between the Net Book Value and Fair Market Value (see base case analysis on next page). • Opening of safeguard proceedings triggers an automatic stay (creditors enforcement barred) and moratorium on debt payment (no cash leakage). • As at 18 October 2013 IPD, the unpaid interest is € 8.7m and unpaid default interest is € 1.2m. The total cash available in the rent account is € 17.8m. Asset Status Strategy • The court-appointed Administrator obtained a new 6-month observation period until 29 March 2014 to allow both parties to reach an agreement that can be presented to the Noteholders. • The Special Servicer, the Borrower and the shareholder met on 21 November 2013 to discuss an alternative consensual resolution plan which would afford the Lender control of portfolio outside safeguard. 4

  7. Latent Tax Liabilities Safeguard Timeline Observation Period 29-03-2014 End of second safeguard observation period 22-5-2013 JLL values portfolio at €206.71m 15-12-2013 Shareholder to respond to offer or propose new loan restructure 17-10-2013Borrower rejects Servicer counter-proposal 21-11-2013 Servicer proposes €4m pay-off to new shareholder subject to Noteholder consent 5-4-2013Servicer rejects DPO 29-3-2013Borrower files for safeguard 29-9-2013Administrator renews 6 mth observation period 12-4-2013 Safeguard announced 29-8-2013Administrator informs Servicer Epstein Capital has replaced JEC as the sole shareholder 17-7-2013Servicer receives Borrower 9yr safeguard plan 18-1-2014 Q4 IPD. Accrued interest and default interest of €14.2m due. 18-4-2013Borrower does not pay Q1 interest and scheduled amortisation of €3.1m 18-10-2013 Borrower does not pay Q3 accrued interest and default interest of €9.9m 18-7-2013 Loan maturity. Borrower does not pay Q2 accrued interest and default interest of €5.7m 20-9-2013 Servicer rejects safeguard plan and submits counterproposal to repay loan over 3 years • If no agreement between Lender and Borrower is reached during the observation period as to how the full debt should be repaid, the court could impose 9 year term-out under safeguard. 5

  8. Borrower 9 Year Safeguard Plan Overview • The Borrower’s 9 year plan must show how the loan will be fully repaid over the relevant period. The above summary repayment plan is heavily reliant on refinancing conditions from 2017 as it assumes that € 179.9m of the € 232.1m loan would be repaid by refinancing 9 of the 15 properties from 2017-2022 without any supporting evidence. To achieve these values, it wanted to invest € 56m in capex (not based on any technical due diligence) from rental income without any equity injection. • The total interest figure of € 31.5m is based on a flat 3-month Euribor of 0.22 bps for the entire 9-year period. If it had applied the forward looking 3-month curve, the total interest owed would have been € 44.5m. However, according to the Loan Agreement, the applicable rate should remain fixed at 3.425%. Unless amended by the Noteholders, the payable regular interest would be € 83.6m in addition to € 41m of default interest applied at 2.00% on a like for like basis. • For these reasons, the Special Servicer argued the 9 year plan was not financially viable and was based on overly optimistic and vague exit scenarios. Rejected Servicer Counterproposal • The Special Servicer made a counterproposal based around a portfolio sale of at least € 206.71m (resulting in approx. € 32m latent tax liability) by July 2016 and €20m capex investment. This was supported by JLL reports on the assets and their optimum exit periods between 2013 and 2016. • By applying the current fixed and default rates as per the Loan Agreement, the total accrued but unpaid amounts at the end of the period would have been € 63m. It is unlikely a French court would recognise the 2% default rate which would have reduced the total unpaid amounts to € 49.5m. If Noteholders agreed to change the applicable rate to 3-Month Euribor, the total unpaid amounts under the counterproposal would have been € 29.9m. • Legal counsel has advised that unless both parties reached an agreement, a French court would either propose minor amendments to the plan or simply ignore the arguments and impose the plan on the Lenders. 6

  9. QUELLE Loan Status Workout History ValuerNegligence Claim • Transferred to Special Servicing on 7 September 2009 due to payment default. • On 9 September 2009 insolvency proceedings of the single tenant Quelle were opened and the insolvency Administrator terminated the lease. • Property was put under forced administration on 19 September 2011. In parallel, forced auction proceedings have been initiated. • The original loan maturity date was January 2013, but the loan was accelerated on 28 October 2011. • Insolvency proceedings over the Borrower were opened in the Netherlands on 9 November 2011. • A memorandum of understanding with the insolvency Administrator according to which the Special Servicer is in the lead of negotiating a potential sale of the property has been concluded. • Offers for the purchase of the property have been received in the first half of 2012. • In cooperation with the insolvency Administrator the Special Servicer granted exclusivity to a institutional quality investor to conduct a full due diligence. • After due diligence the SPA was signed by the insolvency Administrator and the buyer on 11 September 2013 subject to several conditions. • HPI, on behalf of the Issuer, filed a professional negligence claim against the original valuer, claiming damages of € 53,900,000 (capped by the relevant case law). A hearing date has been set in July 2014. • In response to the news about the Note Event of Default, the Defendant filed an application for security for costs. A hearing was held on 27 November where the Claimant was successful in obtaining an adjournment until January 2014. • HPI on behalf of the Issuer is exploring potential ATE Insurance policies to guarantee the Defendant’s costs in the event of a costs order. There may be an option for a portion of the ATE premium to be paid only on a contingent basis (i.e., such contingent portion of the premium would only be payable out of winnings, so that in the event the claim is unsuccessful no additional monies would be due to the insurer). However, no fully contingent policies have been quoted to date, and it is possible an ATE bond may be required in addition. • HPI has secured funding for the ATE deposit and bond at quoted levels. Asset Status Strategy • Closing of the collateral sale is estimated for the middle of 2014. • Continue to pursue valuer negligence claim (trial set for July 2014). 8

  10. MONNET PORTFOLIO Loan Status Workout History Performance/Credit Events • Transferred to Special Servicing on 30 September 2009. • In 2010, consensual ownership transfer discussions began and in principle terms were agreed in early 2011. As result of due diligence information not being provided by sponsor, as agreed, consensual process was terminated and enforcement proceedings were initiated in late 2011. • In 2012 dialog was reopened with the Borrower in favour of a consensual work-out with the Sponsor as result of the absence of control over the fixtures and fittings in the German properties. Consensual transfer was to include: a) the hand-over of the fixture and fittings in the German properties; and b) Sponsor’s assistance with removal of the second ranking tax mortgages placed on the Belgian assets. • Further review of the Borrower group financials exposed outstanding tax liabilities and seizure of intercompany receivables by tax authorities. Those liabilities, and general non-cooperation of the Sponsor, rendered a consensual deal non-viable. • The Special Servicer initiated enforcement proceedings in Belgium in September 2013. Final court hearing is scheduled for October 2014. • Enforceable title for German properties was not obtained when the loan was originated. The Special Servicer is pursuing different alternatives to obtain enforceable titles, including court proceedings. • The property NOI (NRI less non-recoverable costs) is insufficient to cover ongoing property repair and maintenance costs. • The six Belgian properties and the two German properties suffer from prevailing high vacancy (vacancy rate in Germany is 34% and in Belgium is 65%) and deteriorating property conditions. • The Special Servicer is continuing to work with the incumbent asset manager on new leases that are being negotiated to improve the occupancy profile of the assets. Asset Status Strategy • The Special Servicer is proceeding with the following steps: • Follow up with the 2006 sellers regarding confirmation of the payment of 2006 purchase price (i.e. a condition precedent for the German notary to issue the enforceable titles required to avoid having to seek the court direction in this regards, as referred to above). • Liaise with the relevant court and initiate court proceedings in Germany, if the 2006 purchase price confirmation cannot be obtained from 2006 sellers. Continue to monitor Belgian enforcement proceedings. Belgian and German enforcement process can take up to 24-30 months to complete. • Continue to work with the incumbent asset manager on transacting new leases in order to improve the occupancy profile of the assets. • The Special Servicer was contacted by an investor interested to buy one of the Belgian properties, and intends to meet with this investor subject to certain confirmations regarding the capacity and authority of the directors of the freehold and leasehold companies and the application of any proceeds from a possible sale. • The Special Servicer was contacted by an investor interested to buy the loan. Indicative, non-binding and subject to due diligence price mentioned on the call was ca. €10-13m. 9

  11. SYRDALL Loan Status Workout History Performance/Credit Events • The loan matured on 15 April 2011 and remains in Special Servicing. • October 2011: Special Servicer enforced the voting rights on the Borrower’s SPV’s shares and replaced the Company’s Directors. • October 2011: Borrower proposed DPO of € 29.5m was rejected due to: 1) limited market exposure and sizeable discount 2) Recent BoVs were ranging between €30-35m. • First half 2012: Termination of Borrower connected asset manager and selling agent. A new asset manager selected by Special Servicer was appointed. • Second half 2012: the property was transitioned to new asset manager and cash reconciliation audit was conducted (rent, Service Charge, tenant deposits, cash movement). The Loan Agreement was amended to fund Capex to fix the heating/air conditioning system: 1)waiver of the Reserve Account payment provisions and 2) change of the interest rate from fixed to floating. • January 2013: Borrower proposed DPO of € 22.5m was rejected again due to: 1) deep discount and limited market exposure, 2) Recent BoVs were ranging between €28-31m. • September 2013: Capex works on HVAC were completed. • The Capexwork on the heating/air conditioning system has been addressed in block “B” (area which has been most affected by HVAC issue) and funded with the balance of the reserve account (circa € 660k) and surplus rental income generated. • The quarterly cash surplus (after interest payment) is circa € 350k. • The extra surplus not utilized for Capex has been applied towards loan paydown resulting in € 975,000 being repaid in October 2013 IPD. Asset Status • *Small tenant has exercised their break option and they vacated early in November 2013. Strategy • Enhance the marketability and liquidity of the asset while preparing for formal sales marketing to commence at end of 2014. • The issues on the heating, ventilation, and air conditioning system (HVAC) were addressed at the end of September 2013 in block “B”. The Capex amounted to € 860,000 (negotiated down from € 1.2m). The HVAC issue is less evident in the rest of the property and it is kept under control with periodic maintenance to stabilize temperature. Therefore, no further Capex works will be undertaken. • In November 2013 an anchor tenant representing 15% of the lettable area (1,747 sqm) and 16.6% of the contracted rental incomes served notice to vacate in September 2014 (break date). The third largest tenant was heavily affected by the HVAC issue in the past years and despite being satisfied with the recent works on the HVAC, they decided to leave the property and to relocate closer to the German border. The vacancy rate will increase to circa 30% in September 2014. • An estimated 9 months will be required to stabilize the occupancy with a vacancy level of circa 20%. The strategy is to reduce vacancy and re-gear leases while at the same time preparing the asset for the marketing campaign. The asset will be marketed for sale in Q4 2014 with estimated exit in Q1 2015. • An updated valuation is in the process of being called with a final report expected in January 2014. Due to the HVAC issue being discovered in 2012 and the likely impact on value, HVAC works were initiated and completed prior to calling an updated valuation. 10

  12. TWIN SQUARES Loan Status Workout History Performance/Credit Events • Transferred to Special Servicing on 18 May 2011 due to maturity payment default. • Previous directors walked away from the transaction shortly after the loan was transferred. • The Special Servicer has accomplished the below: • Replaced the outgoing directors of the Borrower; • Appointed the Special Servicer’s preferred Asset Manager (effective April 2013); • Perfected the security so that the full loan balance is now secured (converted in November 2012 – subject to 6 month hardening period); • A standstill has been entered into to allow a consensual sale of the asset which has expired in July 2013. Currently sale & letting mandates are being reviewed by the Directors of the Borrower. The Special Servicer considers renewal of the Standstill subject to satisfactory contracts being put in place by the Borrower. • The Special Servicer has managed to secure the funds (€ 1.5m+) in an unpledged account (ING) of the Borrower. Those funds are now currently fenced in the rent account (BNP) which is controlled by the Special Servicer. • The largest tenant representing 100% of the rental income exercised its break option in 2012 but requested a one year lease extension until 31 December 2013. The Special Servicer consented to the extension at the existing rent which was almost 2 x ERV. • Furthermore, the newly appointed Asset Manager has successfully negotiated with the tenant a surrender premium of € 300k for the dilapidations. The tenant will pay the premium upon leaving the premises in December 2013. Asset Status As per Q3 2013 reporting Strategy • A selection process for a real estate advisor has been finalized and such real estate advisor will be appointed to search for a viable tenant and simultaneously to prepare the asset for marketing process once the Directors of the Borrower sign the mandates which are currently being reviewed. • The marketing process is expected to start in Q1 2014. • The Special Servicer aims to exit from the transaction in Q4 2014 following a marketing progress. 11

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