FWP 1 n159_fwpx1.htm FREE WRITING PROSPECTUS Unassociated Document
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-172143-08
     

November 27, 2012  
 
 
FREE WRITING PROSPECTUS
 
     
 
COLLATERAL TERM SHEET
 
     
 
COMM 2012-CCRE5
 
     
       
       
       
 
Deutsche Mortgage & Asset Receiving Corporation
 
 
Depositor
 
     
 
German American Capital Corporation
Cantor Commercial Real Estate Lending, L.P.
 
 
KeyBank National Association
 
 
Sponsors and Mortgage Loan Sellers
 
       
       
       
       
       
       
       
       
       
       
       
       
       
       
 
Deutsche Bank Securities
Cantor Fitzgerald & Co.
 
     
 
Joint Bookrunning Managers and Co-Lead Managers
 
       
 
KeyBanc Capital Markets
    CastleOak Securities, L.P.  
 
Co-Managers
 
     
     
     
The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement.
 
 
 
 

 
 
STATEMENT REGARDING ASSUMPTIONS AS TO
SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION

This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. Inc., KeyBanc Capital Markets Inc. and CastleOak Securities, L.P. (the “Underwriters”) are soliciting any action based upon it.  This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.
 
Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time.  The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the Commercial Mortgage Pass-Through Certificates, Series COMM 2012-CCRE5 (the Offering Document).  The Information supersedes any such information previously delivered.  The Information should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document.  The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document.  The information contained herein will be more fully described elsewhere in the Offering Document.  The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value.  Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety.   Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers.  Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein.  As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance.  The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities.  Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods.  In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials.  The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials.  The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities.
 
This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof.
 
IRS CIRCULAR 230 NOTICE: THIS TERM SHEET IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS TERM SHEET IS WRITTEN AND PROVIDED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEPOSITOR AND THE UNDERWRITERS OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN.   INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
 
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS
 
 Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded.  Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
 
 
 

 
 
7979 Pittsford-Victor Road and 7550
Commons Boulevard
Victor, NY 14564
Collateral Asset Summary
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
       
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
       
Property Type:
Super Regional Mall
Sponsor:
Rochester Malls, LLC
 
Collateral(4):
Fee Simple/Leasehold
Borrower:
Eastview Mall, LLC
 
Location:
Victor, NY
Original Balance:
$90,000,000
     
Year Built / Renovated:
1971, 1998 / 1995, 2003
Cut-off Date Balance:
$90,000,000
     
Total Sq. Ft.:
1,729,853
% by Initial UPB:
-.-%
       
Total Collateral Sq. Ft.(5):
811,671
Interest Rate:
4.6250%
       
Property Management:
Wilmorite Management Group, LLC
Payment Date:
6th of each month
   
Underwritten NOI:
$21,535,429
First Payment Date:
October 6, 2012
     
Underwritten NCF:
$21,352,529
Maturity Date:
September 6, 2022
 
Appraised Value(6):
$368,000,000
Amortization:
Interest Only
       
Appraisal Date:
July 7, 2012
Additional Debt(1):
$120,000,000 Pari Passu Debt
   
Call Protection:
L(27), D(89), O(4)
 
Historical NOI
Lockbox / Cash Management:
Hard / In Place
     
TTM NOI:
$19,590,952 (T-12 May 31, 2012)
           
2011 NOI:
$18,838,827 (December 31, 2011)
Reserves(2)
 
2010 NOI:
$19,006,318 (December 31, 2010)
 
Initial
   
Monthly
 
2009 NOI:
$17,962,929 (December 31, 2009)
Taxes:
$1,154,679
   
$131,255
     
Insurance:
$0
   
Springing
 
Historical Occupancy(7)
CapEx & TI/LC:
$0
   
Springing
 
Current Occupancy(8)(9):
93.9% (June 26, 2012)
PIF/CapEx Funds:
$8,000,000
   
$0
 
2011 Occupancy:
94.3% (December 31, 2011)
Von Maur Expenditure:
$4,000,000
   
$0
 
2010 Occupancy:
94.6% (December 31, 2010)
           
2009 Occupancy:
93.4% (December 31, 2009)
Financial Information(3)
 
2008 Occupancy:
92.7% (December 31, 2008)
Cut-off Date Balance / Sq. Ft.:
$259
       
2007 Occupancy:
96.4% (December 31, 2007)
Balloon Balance / Sq. Ft.:
$259
       
(1)   The Original Balance of $90.0 million represents the Note A-2 of a $210.0 million whole loan evidenced by two pari passu notes. The pari passu companion loan is comprised of Note A-1, with an original principal amount of $120.0 million, which was included in the COMM 2012-CCRE4 securitization.
(2)   See “Initial Reserves” and “Ongoing Reserves” herein.
(3)   DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Cut-off Date Balance of $210,000,000.
(4)   A portion of the Eastview Mall and Commons Property is under a ground lease with the Town of Victor in connection with a tax incremental financing agreement. The agreement is scheduled to expire in 2014, at which time the city of Victor will convey the portion back to the borrower. See “TIF Financing” herein.
(5)   Total Collateral Sq. Ft. excludes JCPenney, Lord & Taylor, Macy’s, Sears, Von Maur, Target and Home Depot, which are not part of the collateral. The Von Maur space, consisting of 140,000 sq. ft., is currently under construction and is expected to open in fall 2013.
(6)   The Appraised Value of $368.0 million includes an allocation of $11.0 million to the Eastview Commons portion of the Eastview Mall and Commons Property.
(7)   Historical Occupancy is based on Total Collateral Sq. Ft.
(8)   Current Occupancy excludes a 6,925 sq. ft. portion of The Gap/Gap Kids, which is expected to be vacated in January 2013.
(9)   Based on Total Sq. Ft. of 1,729,853, Current Occupancy is 97.1% as of June 26, 2012.
Cut-off Date LTV:
57.1%
       
Balloon LTV:
57.1%
       
Underwritten NOI DSCR:
2.19x
       
Underwritten NCF DSCR:
2.17x
       
Underwritten NOI Debt Yield:
10.3%
       
Underwritten NCF Debt Yield:
10.2%
       
   

       
           
           
           
           
           
           
           
           
           
           
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
1

 
 
7979 Pittsford-Victor Road and 7550
Commons Boulevard
Victor, NY 14564
Collateral Asset Summary
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
 
Eastview Mall Anchor and Major Tenant Summary
Tenant Mix
Ratings 
(Fitch/Moody’s/S&P)(1)
 
Total Sq. Ft.
 
% of Total Collateral
GLA
 
Lease 
Expiration
 
Total Sales (000s)(2)
 
Sales PSF(2)
 
Occupancy
Cost(2)
                           
Non-Collateral Anchor Tenants
                         
Macy’s
BBB/Baa3/BBB
 
168,900
 
NAP
 
NAP
 
$32,000
 
$189
 
NAP
JCPenney
B+/NR/BB+
 
141,992
 
NAP
 
NAP
 
$23,000
 
$162
 
NAP
Von Maur(3)
NR/NR/NR
 
140,000
 
NAP
 
NAP
 
NAP
 
NAP
 
NAP
Sears
CCC/B3/CCC+
 
123,000
 
NAP
 
NAP
 
$25,000
 
$203
 
NAP
Lord & Taylor
NR/NR/NR
 
88,787
 
NAP
 
NAP
 
$18,000
 
$203
 
NAP
Total Non-Collateral Anchors
 
662,679
         
$98,000
 
$187
   
                           
Collateral Anchors
                         
Regal Cinemas
B-/B3/B+
 
76,230
 
10.5%
 
2/28/2026
 
   $4,425
 
$340,355(4)
 
        19.7%
                           
Major Tenants (>10,000 sq. ft.)
                         
Forever 21(5)
NR/NR/NR
 
45,778
 
6.3%
 
8/31/2021
 
NAP
 
NAP
 
NAP
H&M
NR/NR/NR
 
18,690
 
2.6%
 
1/31/2013
 
$3,288
 
$176
 
27.5%
Pottery Barn
NR/NR/NR
 
12,769
 
1.8%
 
1/31/2016
 
$3,900
 
$305
 
10.0%
The Gap/Gap Kids(6)
BBB-/Baa3/BB+
 
12,125
 
1.7%
 
12/31/2022
 
$4,140
 
$217
 
19.0%
Eckerd
CCC/Caa2/B-
 
11,033
 
1.5%
 
1/31/2015
 
NAP
 
NAP
 
NAP
Victoria’s Secret
BB+/Ba1/BB+
 
10,782
 
1.5%
 
1/31/2018
 
$7,151
 
$663
 
7.6%
Anthropologie(7)
NR/NR/NR
 
10,500
 
1.4%
 
1/31/2020
 
$3,308
 
$315
 
NAP
Subtotal Major Tenants
   
121,677
 
16.8%
     
$21,788
 
$303
 
14.2%
                           
In-line Tenants (<10,000 sq. ft.)
 
315,564
 
43.5%
     
$110,105
 
$420
 
13.1%
Apple
NR/NR/NR
 
3,614
 
0.5%
 
   1/31/2016
 
$31,114
 
$8,609
 
0.6%
Total In-line Tenants
   
319,178
 
44.0%
     
$141,219
 
$531
 
10.3%
                           
Outparcel
   
145,076
 
20.0%
     
$20,413
 
$250
 
8.5%
Restaurant / Food Court
   
16,884
 
2.3%
     
$5,763
 
$456
 
18.0%
Kiosk
   
1,109
 
0.2%
     
$1,443
 
$2,797
 
8.8%
Storage
   
4,565
 
0.6%
     
NAP
 
NAP
 
NAP
Total Occupied Collateral
   
684,719
 
94.4%
               
                           
Vacant
   
40,584
 
5.6%
               
Total Collateral Sq. Ft.
   
725,303
 
100.0%
               
                           
(1)  
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(2)  
Total Sales (000s), Sales PSF and Occupancy Cost are based on T-12 May 2012 sales provided by the borrower and only include tenants reporting a full 12 months of sales. Sales figures for Macy’s, JCPenney, Sears and Lord & Taylor are based upon management estimates provided to the borrower.
(3)  
The Von Maur store is a former Bon Ton store and is currently under construction. The space is expected to be completed in fall 2013. A $4.0 million reserve was established at closing in connection with the Von Maur space.
(4)  
Sales PSF for Regal Cinemas are reflected as sales per screen based on thirteen screens.
(5)  
Forever 21 has the right to terminate its lease with at least three months notice and a fee equal to 50% of the unamortized portion of the tenant allowance, if gross sales during its 7th lease year (2017-2018) are less than $8,000,000.
(6)  
The Gap/Gap Kids occupies 19,050 sq. ft., but will be downsizing to approximately 12,125 sq. ft. in January 2013. Sales PSF for The Gap/Gap Kids is based on 19,050 sq. ft.  The Gap/Gap Kids has been underwritten based on 12,125 sq. ft.
(7)  
Anthropologie pays percentage rent in lieu of base rent equal to 6.0% of annual sales. In addition, Anthropologie has the right to terminate its lease, with at least three months notice, if its annual gross sales during any calendar year from 2011-2013 are less than $4,250,000.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
2

 
 
7979 Pittsford-Victor Road and 7550
Commons Boulevard
Victor, NY 14564
Collateral Asset Summary
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
 
Eastview Commons Anchor and Major Tenant Summary
 
Ratings 
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
% of Total
U/W Base Rent
Lease
Expiration
Total Sales (000s)
Sales PSF
Occupancy Cost
Non-Collateral Anchors
               
Target
A-/A2/A+
132,003
NAP
NAP
NAP
NAP
NAP
NAP
Home Depot
A-/A3/A-
123,500
NAP
NAP
NAP
NAP
NAP
NAP
Total Non-Collateral Anchors
 
255,503
           
                 
Major Tenants
               
Best Buy
BB+/Baa2/BB+
34,996
40.5%
23.7%
1/31/2021
NAP
NAP
NAP
Staples
BBB/Baa2/BBB
24,100
27.9%
42.8%
2/28/2015
NAP
NAP
NAP
Old Navy
BBB-/Baa3/BB+
18,172
21.0%
33.4%
1/31/2019
NAP
NAP
NAP
Total Major Tenants
 
77,268
89.5%
100.0%
       
                 
Vacant
 
9,100
10.5%
         
Total Collateral Sq. Ft.
 
 86,368
100.0%
         
                 
(1)  
Certain ratings are those of the parent company, regardless of whether the parent company guarantees the lease.
 
Lease Rollover Schedule(1)
Year
 
# of
Leases
Expiring
 
Total
Expiring
Sq. Ft.
 
% of Total Sq.
Ft. Expiring
 
Cumulative
Sq. Ft.
Expiring
 
Cumulative % of
Sq. Ft. Expiring
 
Annual U/W
Base Rent
Per Sq. Ft.
 
% U/W
Base Rent
Rolling
 
Cumulative %  
of U/W
Base Rent
MTM
 
0
 
0
 
0.0%
 
0
 
0.0%
 
$0.00
 
0.0%
 
0.0%
2012
 
8
 
7,148
 
0.9%
 
7,148
 
0.9%
 
$42.08
 
1.8%
 
1.8%
2013
 
16
 
58,400
 
7.2%
 
65,548
 
8.1%
 
$33.79
 
11.6%
 
13.4%
2014
 
13
 
49,591
 
6.1%
 
115,139
 
14.2%
 
$21.20
 
6.2%
 
19.6%
2015
 
22
 
99,305
 
12.2%
 
214,444
 
26.4%
 
$23.94
 
14.0%
 
33.6%
2016
 
33
 
95,300
 
11.7%
 
309,744
 
38.2%
 
$32.08
 
18.0%
 
51.7%
2017
 
10
 
26,830
 
3.3%
 
336,574
 
41.5%
 
$35.52
 
5.6%
 
57.3%
2018
 
21
 
118,351
 
14.6%
 
454,925
 
56.0%
 
$19.55
 
13.7%
 
71.0%
2019
 
5
 
27,680
 
3.4%
 
482,605
 
59.5%
 
$24.76
 
4.0%
 
75.0%
2020
 
9
 
57,780
 
7.1%
 
540,385
 
66.6%
 
$15.38
 
5.2%
 
80.2%
2021
 
9
 
95,046
 
11.7%
 
635,431
 
78.3%
 
$10.62
 
6.0%
 
86.2%
2022
 
10
 
47,418
 
5.8%
 
682,849
 
84.1%
 
$35.21
 
9.8%
 
96.0%
Thereafter
 
2
 
79,138
 
9.8%
 
761,987
 
93.9%
 
$8.49
 
4.0%
 
100.0%
Vacant(2)
 
NAP
 
49,684
 
6.1%
 
811,671
 
100.0%
 
NAP
 
NAP
   
Total / Wtd. Avg.
 
158
 
811,671
 
100.0%
         
$22.25
 
100.00%
   
(1)  
Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.
(2)  
Vacant space includes 6,925 sq. ft. that are occupied by Gap/Gap Kids but will become vacant in January 2013 when Gap/Gap Kids downsizes its space.

The Loan.   The Eastview Mall and Commons loan (the “Eastview Mall and Commons Loan”) is a fixed rate loan secured by the borrower’s fee simple and leasehold interests in an 811,671 sq. ft. portion of a super regional mall and power center located at 7979 Pittsford-Victor Road and 7550 Commons Boulevard in Victor, New York (the “Eastview Mall and Commons Property”). The Eastview Mall and Commons Loan is comprised of the A-2 Note portion of a $210.0 million whole loan (the “Eastview Mall and Commons Loan Combination”) that is evidenced by two pari passu notes. Only the A-2 Note, with an original principal balance of $90.0 million, will be included in the COMM 2012-CCRE5 trust. The A-1 Note, with an original principal balance of $120.0 million, was included in the COMM 2012-CCRE4 securitization. The Eastview Mall and Commons Loan has a 10-year term with interest only payments.

The Eastview Mall and Commons Loan accrues interest at a fixed rate equal to 4.6250% per annum and has a cut-off date balance of $90.0 million. The whole loan proceeds were used to, among other things, retire existing debt of approximately $140.8 million, which includes approximately $95.2 million in defeasance costs, and to give the borrower a return of equity of approximately $54.8 million. Based on the appraised value of $368.0 million as of July 7, 2012, the cut-off date LTV of the Eastview Mall and Commons Loan
 
 
  
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
3

 
 
7979 Pittsford-Victor Road and 7550
Commons Boulevard
Victor, NY 14564
Collateral Asset Summary
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
  
Combination is 57.1% and the remaining implied equity is $158.0 million. Prior to the securitization of the $120.0 million pari passu A-1 Note in the COMM 2012-CCRE4 transaction, the most recent prior financing of the Eastview Mall and Commons Property was included in the MSC 2004-HQ4 transaction.
 
The relationship between the holders of the A-1 Note and the A-2 Note will be governed by an intercreditor agreement to be described under “Description of the Mortgage Pool ― Loan Combinations ― The Eastview Mall and Commons Loan Combination” in the free writing prospectus.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$210,000,000
100.0%
 
Loan Payoff
$140,798,951
67.0%
       
Reserves
$13,154,679
6.3%
       
Closing Costs
$1,278,775
0.6%
       
Return of Equity
$54,767,595
26.1%
Total Sources
$210,000,000
100.0%
 
Total Uses
$210,000,000
100.0%
 
The Borrower / Sponsor.    The borrower, Eastview Mall, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Rochester Malls, LLC, a wholly owned subsidiary of Wilmorite, a commercial real estate development and management company.
 
Founded in the 1940s, Wilmorite has over six decades of experience as a builder, construction manager, and real estate developer in projects involving shopping centers, academic facilities, first-class hotels and resorts. Originally a residential construction firm, Wilmorite moved into commercial construction in the 1950s, redeveloping modern high-rise offices, housing, hotels, and shopping centers. In 1967, Wilmorite acquired Greece Towne Mall, the first enclosed suburban shopping mall in upstate New York and through the 1970s and 1980s, Wilmorite opened eight major shopping malls in the eastern United States. Wilmorite remains a leading real estate management company, developer, builder and construction manager.

As of December 31, 2011, Rochester Malls, LLC had total assets, net of minority interests, of $293.1 million, of which $236.5 million relates to shopping malls.

The Property.   Eastview Mall and Commons Property consists of a one-story, super regional mall and power center located in Victor, New York, built in 1971 and 1998, and renovated in 1995 and 2003. The Eastview Mall and Commons Property collateral totals 811,671 sq. ft., with 725,303 sq. ft. in the portion known as Eastview Mall and 86,368 sq. ft. in the portion known as Eastview Commons. The collateral does not include 918,182 sq. ft. leased to seven non-collateral anchor tenants, for a total mall area of 1,729,853 sq. ft. The Eastview Mall and Commons Property is 93.9% leased to approximately 150 tenants as of June 26, 2012 and has maintained an average occupancy of 94.1% since 2009. Including the non-collateral anchor tenants, the total mall area is 97.1% leased.

Eastview Mall consists of 1,387,982 total square feet, of which 725,303 sq. ft. is collateral for the Eastview Mall and Commons Loan. Eastview Mall was originally built in 1971 by the sponsor and subsequently underwent two significant renovations in 1995 and 2003, with a planned third expansion underway. In 1995, approximately 525,000 square feet were added to what was then a 750,000 square foot mall, along with other renovations to the existing space, for a total cost of approximately $25.0 million ($48 PSF). In 2003, the sponsor added approximately 57,854 sq. ft. consisting of four new inline stores and three exterior restaurants, at an approximate cost of $21.0 million ($363 PSF). The third renovation consists of the construction of the new Von Maur store, which is expected to open in the fall of 2013, at the recently demolished former Bon Ton space. The mall is anchored by Regal Cinemas, JCPenney, Lord & Taylor, Macy’s and Sears. Regal Cinemas is the only anchor tenant that is collateral for the Eastview Mall and Commons Loan.  Macys and Sears own their own improvements, and JCPenney and Lord & Taylor are expected to purchase their own improvements in 2014 when the TIF Bonds (see “TIF Financing” herein) are paid. Von Maur will also own its own improvements and will not serve as collateral for the Eastview Mall and Commons Loan. The Eastview Mall collateral is 94.4% leased as of June 26, 2012 (97.1% leased including non-collateral anchor tenants).
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
4

 
 
7979 Pittsford-Victor Road and 7550
Commons Boulevard
Victor, NY 14564
Collateral Asset Summary
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
 
Eastview Commons consists of 341,871 total sq. ft., of which 86,368 sq. ft. is collateral for the Eastview Mall and Commons Loan. Eastview Commons was built in 1998. Eastview Commons is anchored by Target and Home Depot, neither of which is collateral for the Eastview Mall and Commons Loan. The collateral space includes Staples, Old Navy and Best Buy, with one 9,100 sq. ft. vacant space. Eastview Commons is 89.5% leased as of June 26, 2012 (97.3% leased including non-collateral anchor tenants).
 
Eastview Mall and Commons Historical Sales PSF(1)
   
2009 
 
2010
 
2011(2)
 
T-12
May 2012
 
T-12 May 2012 Occupancy Cost
 
2011
National Avg.
Macy’s
 
NAP
 
NAP
 
$189
 
NAP
 
NAP
 
$154
JCPenney
 
NAP
 
NAP
 
$162
 
NAP
 
NAP
 
$145
Sears
 
NAP
 
NAP
 
$203
 
NAP
 
NAP
 
$148
Lord and Taylor
 
NAP
 
NAP
 
$203
 
NAP
 
NAP
 
NAP
Regal Cinemas(3)
 
NAP
 
$301,987
 
$310,378
 
$340,355
 
19.7%
 
NAP
                         
Major Tenants (>10,000 sq. ft.)
 
$150
 
$214
 
$294
 
$303
 
14.2%
   
                         
In-line Tenants (<10,000 sq. ft.)
 
$397
 
$407
 
$408
 
$420
 
13.1%
   
Apple(4)
 
$5,165
 
$7,111
 
$8,133
 
$8,609
 
0.6%
 
$5,647
Total In-line  Tenants
 
$470
 
$496
 
$507
 
$531
 
10.3%
   
(1)  
Historical Sales PSF is based on historical statements provided by the sponsor.
(2)  
2011 Sales PSF figures for Macy’s, JCPenney, Sears and Lord & Taylor are based upon management estimates provided to the sponsor.
(3)  
Regal Cinemas sales are reflected as sales per screen based on thirteen screens.
(4)  
The Apple store at the Eastview Mall and Commons Property is the only Apple retail store in an approximate 75 mile radius.

TIF Financing. In connection with the 1995 expansion and renovation of the Eastview Mall and Commons Property, Great Eastern Mall L.P. (“GEM”), the direct parent of the borrower, entered into a financing arrangement with the Town of Victor, pursuant to which the Town of Victor agreed to issue tax incremental funding bonds (“TIF Bonds”) and exempt a portion of the property (“TIF Property”) from the payment of taxes and assessments. In connection therewith, GEM deeded the TIF Property to the Town of Victor and the Town of Victor leased the TIF Property back to GEM. The TIF Bonds will mature in 2014 and upon payment in full, the ground lease will terminate and in connection therewith Town of Victor will convey fee ownership of the TIF Property (less the JCPenney and Lord & Taylor sites) to the borrower and fee ownership of the JCPenney and Lord & Taylor sites to each tenant, respectively (and Borrower shall have no further interest in such sites). The borrower has deposited $1,782,727 into a TIF payment fund reserve at M&T Bank (not collateral for the Eastview Mall and Commons Loan), which is the amount needed from the borrower for the two remaining payments on the TIF Bonds (JCPenney and Lord & Taylor are responsible for their pro rata payments). In addition, the borrower deposited $8.0 million into a PIF/CapEx reserve at closing. If either of JCPenney or Lord & Taylor fails to pay their pro rata share of the outstanding payments due under the TIF Bond (approximately $289,485 for JCPenney and approximately $208,000 for Lord & Taylor), the borrower is required to make such payments on behalf of JCPenney and/or Lord & Taylor.  If the borrower fails to do so, the lender has the right, but not the obligation, to make such payments on the borrower’s behalf by withdrawing funds from the PIF/CapEx Account and the borrower is required to deposit funds equal to such amount within five days of lender’s withdrawal. Losses incurred as a result of the borrower’s failure to make such payments with respect to the TIF Bonds, are recourse to the sponsor.

IDA PILOT. In connection with the 2003 renovation of the Eastview Mall and Commons Property, the Ontario County Industrial Development Agency (the “IDA”) entered into a payment in-lieu-of taxes (“PILOT”) agreement with the borrower through December 31, 2041, which sets forth a schedule of payments the borrower must make to the various taxing authorities. The total tax expense being passed along to the tenants at the Eastview Mall and Commons Property is approximately $4.8 million; however, the amount paid to the taxing authorities is approximately $2.1 million. The remaining approximate $2.7 million is swept two times a year into the deposit account controlled by lender and, provided no trigger event is occurring, will be disbursed to the borrower to be used to reimburse the sponsor for capital expenditures and related financing costs at the Eastview Mall and Commons Property. The sponsor agreed to spend approximately $30.575 million in capital expenditures and related costs for the Eastview Mall and Commons Property and spent such amount by obtaining a $30.0 million loan from M&T Bank, which loan was repaid with proceeds from the Eastview Mall and Commons Loan. In connection with the PILOT, the IDA put a subordinate mortgage on the Eastview Mall and Commons Property (which mortgage secures the scheduled PILOT payments Borrower is obligated to make to the IDA). Pursuant to an Intercreditor Agreement between Lender and the IDA, the IDA mortgage is subordinate to the senior mortgage and the Lender is afforded certain notice and cure rights under the various documents entered into by Borrower and the IDA in connection with the PILOT Agreement.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
5

 
 
7979 Pittsford-Victor Road and 7550
Commons Boulevard
Victor, NY 14564
Collateral Asset Summary
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%

Environmental Matters. The Phase I environmental report dated July 16, 2012 recommended no further action at the Eastview Mall and Commons Property, other than the continued implementation of the asbestos operation and maintenance plan.

The Market.  The Eastview Mall and Commons Property is located in Victor, New York, within the Rochester metropolitan statistical area (“Rochester MSA”), approximately 14 miles southeast of downtown Rochester. Rochester has a population of approximately 1.1 million people and is home to several international businesses. Education and health services represent the largest sectors in the Rochester MSA, representing 21.3% of the area employment. The Rochester MSA supports approximately 16 colleges and universities, with the University of Rochester being the largest employer in the area. The unemployment rate as of March 2012 was 8.0%. Rochester has traditionally had a low unemployment rate, with an average of 5.8% between 2001 and 2011, lower than the national average of 6.4% over the same period.

The town of Victor is part of the Finger Lakes region and benefits from its proximity to tourism and vacation destinations. The trade area for the Eastview Mall and Commons Property spans an area encompassing approximately ten to fifteen miles around the center.  The appraiser determined the 2011 population within a three-mile radius to be 15,386, with an average household income of $125,869. As of Q2 2012, the Rochester retail market consists of 5,085 properties with approximately 63.2 million square feet of inventory, with an overall vacancy rate of 6.3%. The five mall properties in the market total approximately 5.7 million square feet with an average vacancy of 6.2%.

The Eastview Mall and Commons Property has two primary competitors, Marketplace Mall and Mall at Greece Ridge, both of which are owned by the sponsor.
 
Competitive Set(1)
Name
Eastview Mall and
Commons Property
Marketplace Mall
Mall at Greece Ridge
Walden Galleria
Carousel Center /  
Destiny USA  
Distance from Subject
NAP
12.5 miles
23.0 miles
78.0 miles
73.0 miles  
Property Type
Super Regional Mall
Super Regional Mall
Super Regional Mall
Super Regional Mall
Super Regional Mall  
Owner
Wilmorite
Wilmorite
Wilmorite
Pyramid Companies
Pyramid Companies  
Year Built / Renovated
1971, 1998  / 1995, 2003
1982 / 1993
1967, 1971 / 1994
1989 / 2008
1990 / 2000  
Sales PSF (in-line)(2)
$420
$385
$380
$550
$500  
Total Occupancy(3)
97.1%
88.0%
85.0%
85.0%
77.0%  
Size (Sq. Ft.)
1,729,853
946,000
1,543,921
1,620,000
2,366,741  
Anchors / Major Tenants
Macy’s; JCPenney;
Sears; Lord & Taylor;
Von Maur (future)
Dick’s Sporting
Goods; JCPenney;
Macy’s; Sears;
Bon-Ton
JCPenney; Macy’s;
Sears; Burlington Coat
Factory; Regal Cinemas
Dick’s Sporting
Goods; JCPenney;
Lord & Taylor; Macy’s;
Sears; Regal Cinemas
JCPenney; Lord &   
Taylor; Macy’s; Bon  
Ton; Regal Cinemas  
(1)  
Source: Appraisal
(2)
Sales PSF for the Eastview Mall and Commons Property excludes Apple. Including Apple, Sales PSF would be $531 PSF.
(3)  
Total Occupancy for the Eastview Mall and Commons Property is based on Total Sq. Ft. of 1,729,853.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
6

 
 
7979 Pittsford-Victor Road and 7550
Commons Boulevard
Victor, NY 14564
Collateral Asset Summary
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2009
2010
2011
T-12 5/31/2012
U/W
U/W PSF
Base Rent(1)
        $15,961,743
        $16,487,430
        $16,331,918
         $16,592,254
        $17,336,929
$21.36  
Value of Vacant Space
0
0
0
0
1,611,369
1.99  
Gross Potential Rent
        $15,961,743
        $16,487,430
        $16,331,918
         $16,592,254
        $18,948,298
$23.34  
Total Recoveries
           9,631,140
10,371,822
10,627,765
11,710,968
         13,453,140
16.57  
Total Other Income
          955,538
1,267,181
1,435,112
1,369,665
1,635,054
2.01  
Less: Mark to Market
0
0
0
0
(245,640)
(0.30)  
Less: Vacancy(2)
             0
             0
             0
0
        (1,611,369)
(1.99)  
Effective Gross Income
$26,548,421
$28,126,433
$28,394,795
$29,672,887
$32,179,483
$39.65  
Total Operating Expenses
8,585,492
9,120,115
9,555,968
10,081,935
10,644,054
13.11  
Net Operating Income
$17,962,929
$19,006,318
$18,838,827
$19,590,952
$21,535,429
$26.53  
TI/LC
113,362
82,064
88,258
87,615
739,399
0.91  
Capital Expenditures
0
0
0
0
243,501
0.30  
Upfront TI/LC Reserve Credit(3)
0
0
0
0
(800,000)
(0.99)  
Net Cash Flow
 $17,849,567
$18,924,254
$18,750,569
$19,444,490
 $21,352,529
$26.31  
             
Average Annual Rent PSF(4)
$21.05
$21.47
$21.34
     
             
(1)  
U/W Base Rent includes $385,107 in contractual step rent through August 2013.
(2)  
U/W Vacancy represents 4.7% of gross income.
(3)  
The Upfront TI/LC Reserve Credit is based on the $8.0 million upfront PIF/CapEx reserve.
(4)  
Historical Average Annual Rent PSF is based on historical operating statements and occupancy rates provided by the Eastview Mall and Commons borrower and exclude non-collateral anchors.

Property Management.    The Eastview Mall and Commons Property is managed by Wilmorite Management Group, LLC, a borrower affiliate.

Lockbox / Cash Management.    The Eastview Mall and Commons Loan is structured with a hard lockbox and in place cash management. Tenants were instructed to deposit all rents and other payments directly into the lockbox account controlled by the lender. All funds in the lockbox account are required to be swept daily to a cash management account under the control of the lender and disbursed in accordance with the Eastview Mall and Commons Loan documents.

Additionally, all excess cash will be swept into a lender controlled account upon an event of default or if the DSCR for the trailing 12-month period is less than 1.20x on the last day of the calendar quarter until the DSCR is 1.25x or greater for two consecutive calendar quarters.

Initial Reserves.    At closing, the borrower deposited (i) $1,154,679 into a tax reserve account, (ii) $8,000,000 into a PIF/CapEx reserve to be used for approved expenses under the PILOT agreement, and (iii) $4,000,000 into the Von Maur expenditure reserve.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $131,255 into a tax reserve account. The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place. If the amount on deposit in the PIF/CapEx account falls below $1,000,000, the borrower is required to make monthly deposits of $81,908, subject to a cap of $1,200,000 (collectively in the PIF/CapEx reserve and the CapEx & TI/LC reserve), into a CapEx & TI/LC reserve to be used for approved capital expenditures and leasing commissions.

Current Mezzanine or Subordinate Indebtedness.     None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Partial Release.    None. See “TIF Financing” section above regarding the conveyance of the JCPenney and Lord & Taylor parcels.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
7

 

3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
8

 

3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
9

 
 
3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
               
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Anchored Retail
Sponsor:
Brett Torino; Paul Kanavos;
 
Collateral:
Fee Simple
 
Steven J. Johnson
 
Location:
Las Vegas, NV
Borrower:
BPS Harmon, LLC
 
Year Built / Renovated:
2012 / NAP
Original Balance(1):
$75,000,000
 
Total Sq. Ft.:
66,833
Cut-off Date Balance(1):
$74,895,512
 
Property Management:
BPS Management Services, LLC
% by Initial UPB:
-.-%
   
Underwritten NOI:
$10,648,994
Interest Rate:
4.1880%
 
Underwritten NCF:
$10,535,627
Payment Date:
6th of each month
 
Appraised Value(4):
$177,700,000
First Payment Date:
December 6, 2012
 
Appraisal Date(4):
January 1, 2013
Maturity Date:
November 6, 2022
     
Amortization:
360 months
 
Historical NOI(6)
Additional Debt(1):
$34,951,239 Pari Passu Debt
 
YTD NOI:
$3,037,722 (August 31, 2012)
Call Protection:
L(25), D(89), O(6)
     
Lockbox / Cash Management:
Hard / In Place
 
Historical Occupancy
     
Current Occupancy(7):
100.0% (November 15, 2012)
Reserves(2)
 
(1)   The Original Balance of $75.0 million and Cut-off Date Balance of $74.9 million represent the Note A-1 of a $110.0 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the Note A-2 in the original principal amount of $35.0 million.
(2)   See “Initial Reserves” and “Ongoing Reserves” herein.
(3)  The TI/LC Reserve was collected to fund all outstanding tenant improvement allowances and leasing commissions owed in connection with recent leases. The Free Rent Reserve was collected to cover any free rent periods between the first payment date of the loan and the hard rent commencement dates for all tenants. The latest hard rent commencement date is March 22, 2013.
(4)   Cut-off Date LTV, Balloon LTV and Appraised Value are based on the market value as of January 1, 2013. The appraised value as of August 6, 2012 is $173,500,000, which is $4.2 million less than the market value as of January 1, 2013. The market value as of January 1, 2013 assumes that all tenant improvement allowances and leasing commissions have been paid and that all free rent periods have expired. Lender reserved approximately $4.9 million to fund all such outstanding tenant improvement allowances and leasing commissions as well as to cover free rent periods.
(5)   DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Cut-off Date Balance of $109.8 million.
(6)   The Harmon Corner Property was completed in 2012 with the first tenants taking occupancy in early 2012. Historical NOI is based on the year-to-date financials as of August 31, 2012 and represents only partial year financials during the lease up period of the Harmon Corner Property. See “Cash Flow Analysis” herein for additional detail.
(7)   All tenants have accepted possession of their spaces and delivered clean estoppels. No tenants have termination options tied to the delivery of space or other landlord obligations. Current Occupancy includes tenants that have not yet opened for business. As of November 15, 2012, 16 out of 19 tenants were open for business. According to the borrower, two of the final tenants are scheduled to open by year-end 2012 with the last tenant to open in March 2013.
 
Initial
Monthly   
 
Taxes:
$42,000
$21,000   
 
Insurance:
$73,813
$6,710   
 
Replacement:
$0
$1,114   
 
TI/LC(3)(4):
$4,165,103
$8,333   
 
Free Rent(3)(4):
$731,208
$0   
 
       
Financial Information(5)
 
Cut-off Date Balance / Sq. Ft.:
 
$1,121
   
Balloon Balance / Sq. Ft.:
 
$897
   
Cut-off Date LTV(4):
 
61.8%
   
Balloon LTV(4):
 
49.5%
   
Underwritten NOI DSCR:
 
1.65x
   
Underwritten NCF DSCR:
 
1.63x
   
Underwritten NOI Debt Yield:
 
9.7%
   
Underwritten NCF Debt Yield:
 
9.6%
   
         
         
         
         
         
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
10

 

3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
 
Tenant Summary
 
 Tenant
Ratings
(Fitch/Moody’s/S&P)
 
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
 Eli Roth’s Goretorium (“Goretorium”)
NR/NR/NR
14,799
22.1%
 
$120.29
15.2%
9/30/2022
 Bubba Gump Shrimp Co.
NR/NR/NR
12,782
19.1%
 
$93.81
10.2%
  11/30/2022(1)
 Twin Peaks
NR/NR/NR
11,834
17.7%
 
$136.14
13.7%
  12/31/2022(2)
 McDonald’s
A/A2/A(3)
6,217
9.3%
 
$148.79
7.9%
4/30/2022
 Walgreens
NR/Baa1/BBB(3)
   4,033(4)
6.0%
 
$119.02
4.1%
   2/28/2042(5)
 DLV Kiosk Group
NR/NR/NR
   NAP(6)
0.0%
 
   $143,250(6)
9.8%
6/30/2017
 Total Major Tenants
 
49,665
74.3%
 
   $143.79(7)
60.9%
 
 Remaining Tenants
 
17,168
25.7%
 
$267.26
39.1%
 
 Total Occupied Collateral
 
66,833
100.0%
 
   $175.50(7)
100.0%
 
 Vacant
 
0
0.0%
       
 Total
 
66,833
100.0%
       
               
(1)
The Bubba Gump Shrimp Co. lease includes a termination option, which may become effective no earlier than November 30, 2015 and is subject to a lease termination payment.
(2)
The Twin Peaks lease includes a termination option, which may become effective no earlier than June 30, 2018 and is subject to a lease termination payment.
(3)
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(4)
The 4,033 sq. ft. Walgreens space is the second floor portion of a larger 23,908 sq. ft. two-floor store, which includes 19,875 sq. ft. of ground floor space that is not collateral for the Harmon Corner Loan.
(5)
The Walgreens lease expires February 28, 2111 with an initial termination option effective February 28, 2042.  The ground floor lease is coterminous with the second floor lease.
(6)
DLV Kiosk Group has eight kiosk spaces within the Harmon Corner Property and does not have any net rentable area assigned to it as it occupies space within common areas.  DLV Kiosk Group U/W Base Rent PSF is based on the average U/W Base Rent per kiosk space (eight spaces).
(7)
U/W Base Rent PSF totals include $1,146,000 of U/W Base Rent attributed to the DLV Kiosk Group space, which does not have any net rentable area assigned to it.
 
Lease Rollover Schedule(1)
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
Per Sq. Ft.
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2012
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2013
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2014
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2015
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
2016
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0%
   2017(2)
2
288
0.4%
288
0.4%
  $4,847.22(2)
11.9%
11.9%
2018
0
0
0.0%
288
0.4%
$0.00
0.0%
11.9%
2019
0
0
0.0%
288
0.4%
$0.00
0.0%
 11.9%
2020
0
0
0.0%
288
0.4%
$0.00
0.0%
 11.9%
2021
1
1,402
2.1%
1,690
2.5%
$216.69
2.6%
 14.5%
2022
15
61,110
91.4%
62,800
94.0%
$156.27
81.4%
 95.9%
Thereafter
1
4,033
6.0%
66,833
100.0%
$119.02
4.1%
100.0%
Vacant
NAP
 0
0.0%
66,833
100.0%
NAP
NAP
 
Total / Wtd. Avg.
19
66,833
100.0%
   
$175.50
100.0%
 
                 
(1)
Certain tenants have lease termination options that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.
(2)
2017 expiring tenants include one tenant for 288 sq. ft. and DLV Kiosk Group, which does not have any net rentable area assigned to it as it occupies space within common areas of the Harmon Corner Property.  DLV Kiosk Group has total U/W Base Rent of $1,146,000.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
11

 

3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
 
The Loan.    The Harmon Corner loan (the “Harmon Corner Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 66,833 square foot Class A, anchored retail center located at 3717 Las Vegas Boulevard South (the “Las Vegas Strip”) in Las Vegas, Nevada (the “Harmon Corner Property”) with an original principal balance of $75.0 million. The Harmon Corner Loan of $75.0 million represents the controlling Note A-1 of a $110.0 million whole loan (the “Harmon Corner Loan Combination”) evidenced by two pari passu notes.  Only the $75.0 million controlling Note A-1 will be included in the COMM 2012-CCRE5 trust.  The Note A-2, with an original principal balance of $35.0 million, is held by CCRE and is expected to be included in a future securitization.  The Harmon Corner Loan Combination has a 10-year term and amortizes on a 30-year schedule. The Harmon Corner Loan accrues interest at a fixed rate equal to 4.1880% and has a cut-off date balance of approximately $74.9 million. Loan proceeds were used to retire existing debt provided by W.P. Carey, Inc. of approximately $47.6 million and return equity to the borrower of approximately $56.1 million. Based on the appraised value of $177.7 million as of January 1, 2013, the cut-off date LTV is 61.8% and the remaining implied equity is $67.9 million. The most recent prior financing of the Harmon Corner Property was not included in a securitization.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Combination Amount
$110,000,000
100.0%
 
Loan Payoff
$47,638,683
43.3%
       
Reserves
$5,012,124
4.6%
       
Closing Costs
$1,230,029
1.1%
       
Return of Equity
$56,119,163
51.0%
Total Sources
$110,000,000
100.0%
 
Total Uses
$110,000,000
100.0%
 
The Borrower / Sponsor.    The borrower, BPS Harmon, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsors of the borrower and the nonrecourse carve-out guarantors, jointly and severally, are Brett Torino, Paul Kanavos and Steven J. Johnson (the “Harmon Corner Sponsors”).  W.P. Carey, Inc. (“W.P. Carey”) holds a 15% equity interest in the borrower.
 
Brett Torino serves as the CEO and president of Torino Companies.  Mr. Torino has approximately 30 years of real estate experience and has led the development, construction and sale of commercial, residential and resort properties in California, Colorado, Nevada and Arizona.  For the last 20 years, Mr. Torino has focused primarily on properties located in Las Vegas with significant experience on the Las Vegas Strip.
 
Paul Kanavos founded Flag Luxury Properties, LLC in 1996 and serves as its CEO.  Mr. Kanavos has developed Ritz-Carlton Hotels in South Beach, Coconut Grove and Jupiter as well as the St. Regis Resort Temenos Anguilla.
 
Steven J. Johnson is the principal of SJJ Development, LLC.  Within the past 35 years, Mr. Johnson has developed in excess of 6.0 million sq. ft. of neighborhood shopping centers.  Mr. Johnson has developed approximately 130 Walgreens locations throughout Arizona, New Mexico, Texas and Nevada including 27 in Las Vegas.
 
W.P. Carey Inc. is a publicly traded REIT (NYSE: WPC) that provides long-term sale-leaseback and build-to-suit financing for companies worldwide and manages an investment portfolio of approximately $12.7 billion as of October 2012.  W.P. Carey is the largest owner/manager of net lease assets in the world.  As of October 2012, the company had a market capitalization of approximately $5.0 billion and portfolio of assets consisting of 429 properties totaling 39.1 million sq. ft. with a 97.6% occupancy rate and average lease term of 8.9 years.
 
The Property. The Harmon Corner Property is located on the east side of the Las Vegas Strip at the intersection of Harmon Avenue in Las Vegas, Nevada, adjacent to Miracle Mile Shops at Planet Hollywood and directly across the Las Vegas Strip from CityCenter and the Cosmopolitan Hotel.  Constructed in 2012, the Harmon Corner Property consists of a 100.0% leased, three-story building totaling 66,833 sq. ft. with 19 tenants including Walgreens, Goretorium, Twin Peaks, Bubba Gump Shrimp Co. and McDonald’s.
 
The Harmon Corner Property is part of a larger development consisting of a 110,000 sq. ft. retail structure with a three-story LED billboard sign attached and an adjacent 156 space outdoor parking lot.  The 19,875 sq. ft. ground floor portion of the Walgreens, the LED billboard sign and the parking lot are all excluded from the collateral for the Harmon Corner Loan.  The total costs to build the entire development were approximately $95.0 million, with approximately $79.4 million attributed to the collateral.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
12

 

3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
 
Pedestrian bridges above Harmon Avenue and the Las Vegas Strip connect directly to the second floor of the Harmon Corner Property and generate a significant amount of daily foot traffic, estimated to be approximately 74,000 pedestrians per day.  The Harmon Corner Sponsors developed the bridge over Harmon Avenue, providing uninterrupted foot traffic along the east side of the Las Vegas Strip directly through the second floor of the Harmon Corner Property.  In addition, the Harmon Corner Sponsors connected an already existing bridge over the Las Vegas Strip directly into the second floor of the Harmon Corner Property.
 
The Harmon Corner Property is anchored by a two-story, 23,908 sq. ft. Walgreens, of which the 4,033 sq. ft. second floor portion of the store is collateral for the Harmon Corner Loan.  Walgreens is required to report sales on an annual basis and has not yet reported sales; however, the Harmon Corner Sponsors indicated that this Walgreens is achieving estimated sales of approximately $2.9 million per month (representing $34.8 million annually or $1,456 PSF).  In addition, six in-line tenants that are open for business have reported sales for at least six months.  Excluding the first partial month for each of these tenants, average annualized sales PSF are approximately $1,200 PSF (summarized below):
 
Historical Sales PSF
 
Sq. Ft.
Total Annualized Sales
$PSF
Period
Panda Express
1,402
$2,088,394
$1,490
T8 9/30/2012
Maui Magnets
1,400
$1,943,581
$1,388
T9 10/31/2012
Beauty One
980
$1,226,998
$1,252
T5 10/31/2012
Viva Vegas
1,421
$1,758,413
$1,237
T9 10/31/2012
Afterhours
1,529
$1,795,037
$1,174
T8 10/31/2012
Rockin’ Taco
3,018
$2,804,668
$929
T5 10/31/2012
Total / Wtd. Avg.
9,750
$11,617,090
$1,191
NAP
         
 
The three largest tenants included in the collateral for the Harmon Corner Loan are Goretorium, Bubba Gump Shrimp Co. and Twin Peaks.  All three of these tenants have space on both the second and third floors of the Harmon Corner Property.  The second floor spaces for each of these tenants are located adjacent to the pedestrian bridge entrances and the third floor spaces all have outdoor terraces facing the Las Vegas Strip. Goretorium opened for business on October 1, 2012 with Twin Peaks and Bubba Gump Shrimp Co. in the process of completing their build-outs. Bubba Gump Shrimp Co. and Twin Peaks are expected to open for business in December 2012 and March 2013, respectively.  Descriptions for these tenants are provided in the “Major Tenants” section herein.
 
Environmental Matters. The Phase I environmental report dated August 14, 2012 recommended no further action at the Harmon Corner Property.
 
Major Tenants.    
 
Walgreens (4,033 sq. ft., 6.0% of NRA, 4.1% of U/W Base Rent)
Walgreens (NYSE: WAG) (NR/Baa1/BBB by Fitch/Moody’s/S&P) is the largest drug retailing chain in the US with more than 8,300 locations and approximately 240,000 employees as of August 31, 2012.  Walgreens reported fiscal 2012 net sales of $71.6 billion and net earnings of $2.1 billion.  Walgreens had a market capitalization as of November 19, 2012 of approximately $30.8 billion.  Walgreens also occupies an additional 19,875 sq. ft. of space in the development, which is not part of the collateral for the Harmon Corner Loan, making the total store size equal to 23,908 sq. ft.
 
Eli Roth’s Goretorium (14,799 sq. ft., 22.1% of NRA, 15.2% of U/W Base Rent)
Eli Roth’s Goretorium (“Goretorium”) is a live, self-guided horror experience created by Eli Roth, an American film director, producer, writer and actor.  Goretorium consists of more than 20 rooms with different displays and ends with a drinks lounge featuring outdoor space overlooking the Las Vegas Strip.  Goretorium opened October 1, 2012.  According to the Harmon Corner Sponsors, Goretorium has invested approximately $8 million ($541 PSF) to build out its space. Goretorium has a lease expiration date of September 30, 2022 and two five-year renewal options.
 
Bubba Gump Shrimp Co. (12,782 sq. ft., 19.1% of NRA, 10.2% of U/W Base Rent)
Bubba Gump Shrimp Co. is an international seafood restaurant chain which provides a casual dining environment.  The first Bubba Gump Shrimp Co. restaurant and market opened in 1996 in Monterey, CA and has since grown to 36 locations worldwide including Times Square New York, Universal CityWalk Orlando, Victoria’s Peak Hong Kong, Santa Monica Pier, and Pier 39 in San Francisco.  Bubba Gump Shrimp Co. is owned by Landry’s, Inc., which purchased Bubba Gump Shrimp Co. in 2010.  Landry’s, Inc. is the owner
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
13

 

3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
  
and operator of over 400 properties, including more than 40 unique brands such as Landry’s Seafood House, Chart House, Saltgrass Steak House, Bubba Gump Shrimp Co., Claim Jumper, Morton’s The Steakhouse, McCormick & Schmick’s and Rainforest Cafe.  According to the Harmon Corner Sponsors, Bubba Gump Shrimp Co. is anticipated to open December 21, 2012 and is investing approximately $3.2 million ($250 PSF) to build-out its space.  Bubba Gump Shrimp Co. has a lease expiration date of November 30, 2022 with three five-year renewal options.
 
Twin Peaks (11,834 sq. ft., 17.7% of NRA, 13.7% of U/W Base Rent)
Twin Peaks is a national sports bar/restaurant chain serving comfort food across the southern United States.  Twin Peaks initially opened two restaurants in Dallas in 2005 and has since expanded to 24 locations in 10 states.  According to the Harmon Corner Sponsors, Twin Peaks is anticipated to open March 1, 2013 and is investing approximately $7.2 million ($608 PSF) to build-out to its space.  Twin Peaks has a lease expiration date of December 31, 2022 with two five-year renewal options.
 
The Market.     The Harmon Corner Property is located in the area commonly known as the central portion of the Las Vegas Strip Resort Corridor, which consists of well established resort casino-hotels, business hotels, apartment complexes, commercial retail buildings, a super regional mall and industrial buildings.  The primary economic drivers in Las Vegas have long been tourism and gaming, which feed the service industries, especially retail and dining.  In 2011 and 2012, visitor volume to Las Vegas rebounded from the recessionary lows.  The Las Vegas visitor volume peaked at approximately 39.2 million people in 2007 and subsequently fell to approximately 36.4 million people in 2009; however, following increases of 2.7% in 2010, 4.3% in 2011 and 1.8% through September 2012, Las Vegas visitor volume is on pace to be approximately 39.6 million people for the first time in history.  A study by the Las Vegas Convention & Visitors Authority suggests that visitors to Las Vegas in 2011 spent less money on gaming and more money on food and drink than in any of the last seven years.  In addition, expenditures on shopping were the highest they had been since 2006.
 
Based on the central location of the Harmon Corner Property directly on the Las Vegas Strip, general market statistics are not indicative of the market occupancy and rents for the Harmon Corner Property.  The appraisal identified six rental comparables ranging from $100 to $263 PSF with average rents of approximately $199 PSF.  These rents are in-line with the leases greater than 700 sq. ft. signed at the Harmon Corner Property, which have ranged from $94 to $356 PSF with average rents of approximately $151 PSF and accounting for $10.0 million of U/W Base Rent (85.5% of the total).
 
The appraisal identified eight competitive shopping centers located on the Las Vegas Strip.  The average occupancy rate for these shopping centers was 93.4%, which surpasses the overall Las Vegas Retail Market and Southeast Las Vegas Submarket occupancy rates of 87.5% and 87.2%, respectively.  The table below provides a summary of the competitive set of properties:
 
Competitive Set(1)
Name
Miracle Mile
Shops
Hawaiian
Marketplace
The
Showcase
Crystals at
CityCenter
Mandalay
Bay Place
Forum
Shops at
Caesars
The Shoppes
at Palazzo
Grand Canal
Shoppes
Distance from Subject
0.0 mi
0.2 mi
0.2 mi
0.0 mi
1.0 mi
0.7 mi
1.1 mi
1.1 mi
                 
Year Built / Renovated
2000 / 2007 &
2008
1994 / NAP
1997 / 2003 &
2009
2009 / NAP
2003 / NAP
1992 / 1997 &
2004
2007 / NAP
1999 / NAP
                 
Total Occupancy
92%
97%
96%
85%
95%
99%
88%
95%
                 
Size (Sq. Ft.)
490,000
80,000
347,281
360,000
90,000
650,000
316,340
500,000
(1)
Source: Appraisal
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
14

 
 
3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
 
August 2012 YTD(1)
Appraisal
Budget
U/W
U/W PSF  
 
 Base Rent(2)
$4,008,882
$11,808,953
$11,808,952
$11,729,471
$175.50
 
 Value of Vacant Space
0
0
0
0
0.00
 
 Gross Potential Rent
$4,008,882
$11,808,953
$11,808,952
$11,729,471
$175.50
 
 Total Recoveries(3)
276,509
1,761,798
1,543,793
1,754,477
26.25
 
 Total Other Income(4)
22,662
50,521
300,000
98,000
1.47
 
 Less: Vacancy(5)
             (0)
             (599,217)
            (0)
        (572,926)
(8.57)
 
 Effective Gross Income
$4,308,053
$13,022,055
$13,652,745
$13,009,022
$194.65
 
 Total Operating Expenses
1,270,331
2,330,073
2,154,629
2,360,029
35.31
 
 Net Operating Income
$3,037,722
$10,691,982
$11,498,116
$10,648,994
$159.34
 
 TI/LC(6)
0
0
0
100,000
1.50
 
 Capital Expenditures(6)
0
0
0
13,367
0.20
 
 Net Cash Flow
$3,037,722
$10,691,982
 $11,498,116
 $10,535,627
$157.64
 
(1)
Based on the year to date financials as of August 31, 2012.  The Harmon Corner Property was completed in early 2012, with 13 of 19 tenants taking occupancy of their spaces prior to August 31, 2012.  The average length of tenancy for these 13 tenants is approximately 4.5 months during this eight month period.  In addition, none of the three largest tenants, based on U/W Base Rent, occupied the Harmon Corner Property during this period.
(2)
U/W Base Rent is based on the November 15, 2012 rent roll and includes no contractual rent steps.
(3)
Total Recoveries are based on the fully occupied Harmon Corner Property and contractual tenant reimbursements.  Excluding the management fee, the reimbursement ratios for the Appraisal, Budget and U/W are 90.8%, 88.2% and 89.1%, respectively.
(4)
Budget includes $250,000 of percentage rent income.  The U/W Other Income includes $50,000 of ATM income (based on the August trailing six month annualized ATM income of approximately $45,000) and $48,000 of contractual signage income from Goretorium (signage income was not included in the Appraisal or Budget, as the corresponding agreement is newly executed and was not in-place at the time of the appraisal).
(5)
Underwritten vacancy of 4.2% is based on a 5.0% vacancy factor applied to all tenants excluding Walgreens and McDonald’s.  The Harmon Corner Property is 100% occupied and located on the Las Vegas Strip.  The appraiser’s competitive property set had an average occupancy rate of 93.5%.
(6)
U/W TI/LC and Capital Expenditures are based on actual collections for the first five years of the Harmon Corner Loan term.  For years 6-10, TI/LC collections increase to $400,000 per annum, offset by contractual rent increases totaling approximately $786,000 to be incurred during the first six years of the Harmon Corner Loan term.
 
Property Management.    The Harmon Corner Property is managed by BPS Management Services, LLC, a borrower affiliate.
 
Lockbox / Cash Management.    The Harmon Corner Loan is structured with a hard lockbox and in place cash management.  The borrower sent tenant direction letters to all tenants instructing them to deposit all rents and payments directly into the lockbox account controlled by the lender.  All funds in the lockbox account are swept daily to a cash management account under the control of the lender and amounts in this account are used to pay monthly debt service payments and any reserves due under the Harmon Corner Loan documents with any excess amounts remaining in this account returned to the borrower in accordance with the Harmon Corner Loan documents.
 
All excess cash will be swept into a lender controlled account during the occurrence of (a) a Lease Sweep Period (as defined below) or (b) any event of default.
 
A “Lease Sweep Period” occurs if on November 6, 2021 the leases which have terms that expire after November 6, 2023, when aggregated, do not exceed 85% of the gross leasable area of the Harmon Corner Property.  The Lease Sweep Period will end upon the earlier to occur of (i) $4,200,000 is accumulated in the TI/LC reserve account, inclusive of amounts then in the account, or (ii) upon a Lease Sweep Tenant Renewal Event (as defined below) and/or a Lease Sweep Tenant Replacement Event (as defined below) which results in leases which have terms that expire after November 6, 2023, when aggregated, to exceed 85% of the gross leasable area of the Harmon Corner Property.
 
A “Lease Sweep Tenant Renewal Event” occurs if lender is in receipt of evidence that the applicable tenant has extended its lease in form and substance reasonably satisfactory to lender for a term of at least five years and at a market net annual rate reasonably acceptable to lender.
 
A “Lease Sweep Tenant Replacement Event” occurs if lender is in receipt of evidence that a replacement tenant(s) satisfactory to lender in its reasonable discretion has entered into a lease(s) for the space demised to the applicable tenant(s) causing such Lease Sweep Period.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
15

 
 
3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
 
Initial Reserves.    At closing, the borrower deposited (i) $42,000 into a tax reserve account, (ii) $73,813 into an insurance reserve account, (iii) $4,165,103 into the TI/LC reserve account to fund unpaid tenant improvement allowances and leasing commissions associated with recent leases at the Harmon Corner Property and (iv) $731,208 into a free rent reserve account to fund remaining free rent owed to tenants.
 
Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) $21,000 into a tax reserve account, (ii) $6,710 into an insurance reserve account, (iii) $1,114 into a capital expenditure account and (iv) $8,333 into a TI/LC reserve account, which amount is required to increase to $33,333 beginning on the payment date in November 2017.
 
In addition to any termination payments collected by the borrower, in the event that either Bubba Gump Shrimp Co. or Twin Peaks exercise its respective sales threshold termination option, the borrower will be required to deposit $83,333 per month for the 12 months after the exercise of such termination option until such time that (a) a lease with a replacement tenant is executed on terms acceptable to lender or (b) $1,000,000 is accumulated in the Bubba Gump/Twin Peaks Rollover Reserve Account (as defined in the Harmon Corner Loan documents).  The $1,000,000 cap on collections shall apply separately to both Bubba Gump Shrimp Co. and Twin Peaks.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
16

 
 
3717 Las Vegas Boulevard South
Las Vegas, NV 89109
Collateral Asset Summary
Harmon Corner
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,895,512
61.8%
1.63x
9.7%
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
17

 
 
200 Varick Street
New York, NY 10014
Collateral Asset Summary
200 Varick Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,000,000
35.0%
2.66x
15.2%
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
18

 
 
200 Varick Street
New York, NY 10014
Collateral Asset Summary
200 Varick Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,000,000
35.0%
2.66x
15.2%
                       
Mortgage Loan Information
 
Property Information
 
Loan Seller:
CCRE
     
Single Asset / Portfolio:
Single Asset
 
 
Credit Estimate (Fitch/Moody’s):
TBD/TBD
     
Property Type:
CBD Office
 
 
Loan Purpose:
Refinance
     
Collateral:
Fee Simple
 
 
Sponsor:
Jeffrey Gural
     
Location:
New York, NY
 
 
Borrower:
200 Varick Street DE LLC
     
Year Built / Renovated:
1926 / 1988, 2009
 
 
Original Balance:
$70,000,000
     
Total Sq. Ft.:
430,397
 
 
Cut-off Date Balance:
$70,000,000
     
Property Management:
Newmark & Company Real Estate, Inc.
 
 
% by Initial UPB:
-.-%
     
Underwritten NOI:
$10,606,221
 
 
Interest Rate:
3.5385%
     
Underwritten NCF:
$10,089,363
 
 
Payment Date:
6th of each month
     
Appraised Value:
$200,000,000
 
 
First Payment Date:
January 6, 2013
     
Appraisal Date:
November 1, 2012
 
 
Maturity Date:
December 6, 2022
             
 
Amortization:
360 months
   
Historical NOI(2)
 
Additional Debt:
None
     
TTM NOI:
$10,071,553 (T-12 October 31, 2012)
 
 
Call Protection:
L(24), D(92), O(4)
     
2011 NOI:
$9,568,136 (December 31, 2011)
 
 
Lockbox / Cash Management:
Soft / Springing
     
2010 NOI:
$9,341,160 (December 31, 2010)
 
               
2009 NOI:
$5,314,411 (December 31, 2009)
 
Reserves(1)
           
   
Initial
 
Monthly
   
Historical Occupancy
 
Taxes:
$0
 
Springing
     
Current Occupancy:
99.8% (October 10, 2012)
 
 
Insurance:
$0
 
Springing
     
2011 Occupancy:
98.7% (December 31, 2011)
 
 
Replacement:
$0
 
Springing
     
2010 Occupancy:
99.3% (December 31, 2010)
 
 
TI/LC:
$0
 
Springing
     
2009 Occupancy:
98.3% (December 31, 2009)
 
 
Required Repairs:
$14,375
 
NAP
   
(1)
See “Initial Reserves” and “Ongoing Reserves” herein.
             
(2)
NOI increase from 2009 to 2010 is primarily due to the fact that Omnicom Group, the largest tenant at the 200 Varick Street Property, was in a free rent period through June 2009 and receiving a rent abatement through June 2010 on 112,781 sq. ft. Additionally, Omnicom signed a direct lease in July 2010 for 114,865 upon expiration of existing leases to a subsidiary at a higher rental rate. Designtex / Steelcase also experienced a contractual rent step in 2010 which doubled its previous rent.
Financial Information
     
 
Cut-off Date Balance / Sq. Ft.:
 
$163
         
 
Balloon Balance / Sq. Ft.:
 
$127
         
 
Cut-off Date LTV:
 
35.0%
         
 
Balloon LTV:
 
27.3%
         
 
Underwritten NOI DSCR:
 
2.80x
         
 
Underwritten NCF DSCR:
 
2.66x
               
 
Underwritten NOI Debt Yield:
 
15.2%
               
 
Underwritten NCF Debt Yield:
 
14.4%
               
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
19

 
 
200 Varick Street
New York, NY 10014
Collateral Asset Summary
200 Varick Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,000,000
35.0%
2.66x
15.2%
 
Tenant Summary
 
 Tenant
Ratings
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
 
U/W Base 
Rent PSF(2)
% of Total
U/W Base Rent
Lease
Expiration
 Omnicom Group
NR/Baa1/BBB+
227,646
52.9%
 
$37.31
55.5%
6/30/2020
 NYSARC Inc
NR/NR/NR
40,000
9.3%
 
$24.63
6.4%
12/31/2019
 Project Renewal
NR/NR/NR
26,000
6.0%
 
$25.97
4.4%
6/30/2020
 Designtex / Steelcase
NR/Ba1/BBB-
24,762
5.8%
 
$36.93
6.0%
1/31/2020
 NYC Board of Elections
AA/Aa2/AA
19,916
4.6%
 
$43.06(3)
5.6%
MTM(3)
 Total Major Tenants
 
338,324
78.6%
 
$35.25
77.9%
 
 Remaining Tenants
 
90,998
21.1%
 
$37.15
22.1%
 
 Total Occupied Collateral
 
429,322
99.8%
 
$35.65
100.0%
 
 Vacant
 
1,075
0.2%
       
 Total
 
430,397
100.0%
       
               
(1)  
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.  Ratings for NYC Board of Elections are the ratings for New York City.
(2)  
U/W Base Rent PSF for Omnicom Group, NYSARC Inc and Designtex / Steelcase represent the average rents over the remaining lease term, the result of which are 18.9%, 46.5% and 19.7% below the appraiser’s concluded office market rent of $46.00 PSF, respectively.  Weighted average U/W Base Rent PSF for office tenants is $34.56, which is 24.9% below the appraiser’s concluded market rent of $46.00 PSF.
(3)  
The NYC Board of Elections lease expired March 9, 2012.  Since that date, the tenant has been leasing its space at the 200 Varick Street Property on a month-to-month basis.  U/W Base Rent PSF represents the terms of a 10-year renewal lease that is out for signature for $43.06 PSF, which is 6.4% below the appraiser’s concluded market rent of $46.00 PSF.  The increased rental rate will be retroactive to the prior lease expiration date of March 9, 2012.  Until such time as the renewal lease is executed, NYC Board of Elections’ rent is based on its rental rate under the previous lease of $25.50 PSF, which is 44.6% below the appraiser’s concluded market rent of $46.00 PSF.  NYC Board of Elections is currently in occupancy and has been a tenant at the 200 Varick Street Property since 1992.
 
Lease Rollover Schedule(1)
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
Per Sq. Ft.
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
    MTM(2)
1
19,916
4.6%
19,916
4.6%
$43.06
5.6%
5.6%
2012
1
1,000
0.2%
20,916
4.9%
$41.64
0.3%
5.9%
2013
4
13,658
3.2%
34,574
8.0%
$20.31
1.8%
7.7%
2014
3
4,425
1.0%
38,999
9.1%
$39.94
1.2%
8.8%
2015
3
7,730
1.8%
46,729
10.9%
$34.05
1.7%
10.6%
2016
3
8,835
2.1%
55,564
12.9%
$32.79
1.9%
12.5%
2017
5
22,937
5.3%
78,501
18.2%
$35.11
5.3%
17.7%
2018
0
0
0.0%
78,501
18.2%
$0.00
0.0%
17.7%
2019
4
55,100
12.8%
133,601
31.0%
$28.32
10.2%
27.9%
2020
7
289,071
67.2%
422,672
98.2%
$36.05
68.1%
96.0%
2021
1
2,800
0.7%
425,472
98.9%
$85.00
1.6%
97.5%
2022
0
0
0.0%
425,472
98.9%
$0.00
0.0%
97.5%
Thereafter
2
3,850
0.9%
429,322
99.8%
$97.40
2.5%
100.0%
Vacant
NAP
1,075
0.2%
430,397
100.0%
NAP
NAP
 
Total / Wtd. Avg.
34
430,397
100.0%
   
$35.65
100.0%
 
(1)  
Certain tenants have lease termination options that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.
(2)  
The MTM tenant is NYC Board of Elections.  See Footnote #3 in “Tenant Summary table above..
 
The Loan.  The 200 Varick Street loan (the “200 Varick Street Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 430,397 sq. ft. Class B office property located at the corner of Varick Street and West Houston Street in the Hudson Square / West Village submarket of Manhattan, New York City (the “200 Varick Street Property”) with an original principal balance of $70.0 million. The 200 Varick Street Loan has a 10-year term and amortizes on a 30-year schedule. The 200 Varick Street Loan accrues
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
20

 
 
200 Varick Street
New York, NY 10014
Collateral Asset Summary
200 Varick Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,000,000
35.0%
2.66x
15.2%
  
interest at a fixed rate equal to 3.5385% and has a cut-off date balance of $70.0 million. Loan proceeds were used to retire existing debt of approximately $29.6 million, pay closing costs, fund upfront reserves and return approximately $38.7 million of equity to the borrower. Based on the appraised value of $200.0 million as of November 1, 2012, the cut-off date LTV is 35.0% and the remaining implied equity is $130.0 million. The most recent prior financing of the 200 Varick Street Property was included in the WBCMT 2005-C17 transaction.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$70,000,000
100.0%
 
Loan Payoff
$29,647,718
42.4%
       
Closing Costs
$1,666,396
2.4%
       
Upfront Reserves
$14,375
0.0%
       
Return of Equity
$38,671,510
55.2%
Total Sources
$70,000,000
100.0%
 
Total Uses
$70,000,000
100.0%
 
The Borrower / Sponsor.    The borrower, 200 Varick Street DE LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Jeffrey Gural, Chairman of Newmark Grubb Knight Frank (“NGKF”).  NGKF is headquartered in New York City and has a global property and facility management portfolio of over 440 million square feet in 57 countries, including approximately 150 buildings in the New York Metropolitan area.  Jeffrey Gural and his partners have an ownership interest in 41 buildings totaling approximately 8 million sq. ft.
 
The Property.  The 200 Varick Street Property is a 12-story office building comprised of 430,397 total sq. ft. including 406,047 sq. ft. of office space (94.4% of NRA; 91.4% of U/W Base Rent) and 24,350 sq. ft. of retail space (5.7% of NRA; 8.6% of U/W Base Rent).  The 200 Varick Street Property is located in the Hudson Square / West Village submarket of Manhattan’s Midtown South district at the southeast corner of Varick Street and West Houston Street.  The 200 Varick Street Property is well served by the New York City transit system, with the 1 train entrance located adjacent to the building, the C and E trains located three blocks south, and the A, B, D, F, M and PATH trains located less than a half mile north of the 200 Varick Street Property.
 
Originally constructed in 1926, the 200 Varick Street Property was renovated and repositioned from a light manufacturing and printing building to its current use as office and retail space in 1988.  The borrower acquired the 200 Varick Street Property in 1990 for a total purchase price of $19.0 million.  Since taking ownership, the borrower has invested approximately $24.3 million in capital improvements, including approximately $11.6 million since 2007 on general building improvements, tenant improvements, machinery and equipment.
 
The 200 Varick Street Property contains ground floor retail with frontage along Varick Street and West Houston Street, and includes national tenants such as Citibank (rated A/Baa2/A- by Fitch/Moody’s/S&P) and Chipotle Mexican Grill.  The 200 Varick Street Property also contains the Film Forum on the mezzanine floor, a three-screen non-profit cinema that has been a tenant since 1989.  Primary access to the 200 Varick Street Property is provided by the Varick Street entrance, with a private entrance and elevator for NYSARC Inc (see “Major Tenants – NYSARC Inc” herein) located on West Houston Street.  The office tenants occupy floors 2-12 of the 200 Varick Street Property, with the upper floors having unobstructed views of Midtown Manhattan to the north.
 
The 200 Varick Street Property was 99.8% occupied as of October 10, 2012 by 31 tenants and has maintained an average occupancy of 99.2% over the past 12 years.  Excluding Omnicom (see “Major Tenants – Omnicom Group” herein), the weighted average length of occupancy is approximately 14 years and 11 of the in-place tenants (31.1% of NRA) have been in occupancy for more than 15 years.  The U/W Base Rent for the five largest tenants (representing 78.6% of NRA, 77.9% of U/W Base Rent) range from 6.4% to 46.5% below the appraiser’s concluded market rent of $46.00 PSF, with the weighted average of $35.25 approximately 23.4% below market.  The weighted average U/W Base Rent for all office tenants of $34.56 PSF is approximately 24.9% below the appraiser’s concluded market rent of $46.00 PSF.
 
Environmental Matters. The Phase I environmental report dated November 8, 2012 recommended the development and implementation of an asbestos operation and maintenance plan at the 200 Varick Street Property, which is in-place.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
21

 
 
200 Varick Street
New York, NY 10014
Collateral Asset Summary
200 Varick Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,000,000
35.0%
2.66x
15.2%
 
Major Tenants. 
 
Omnicom Group (227,646 sq. ft., 52.9% of NRA, 55.5% of U/W Base Rent)
Omnicom Group (“Omnicom”) (rated NR/Baa1/BBB+ by Fitch/Moody’s/S&P), together with its subsidiaries, provides advertising, marketing, and corporate communications services worldwide. The company, based in New York City, was founded in 1986 as a merger of several leading advertising and marketing companies. Omnicom Group serves global advertising clients through its agency networks BBDO Worldwide, DDB Worldwide and TBWA Worldwide, while subsidiary firms such as GSD&M’s Idea City, Merkley + Partners, and Zimmerman Partners provide services for regional and national clients.  In addition, the headquarter location for one of Omnicom’s subsidiaries, Merkley + Partners, is located at the 200 Varick Street Property.
 
Through subsidiaries, Omnicom has been in occupancy at the 200 Varick Street Property since 1990, and signed its first direct lease in 2008 in connection with buying out Cox & Company’s lease totaling approximately 80,474 sq. ft.  Omnicom expanded later that year into an additional 32,306 sq. ft.  Upon expiration of subsidiary leases in 2010 (114,865 sq. ft.), Omnicom executed a direct lease for that space, bringing its total square footage to 227,646.  The Omnicom leases expire in June 2020, with two renewal options for five-years each.  The U/W Base Rent PSF for Omnicom of $37.31 is approximately 18.9% below the appraiser’s concluded market rent of $46.00 PSF.  The 200 Varick Street Loan is structured with a cash flow sweep associated with Omnicom’s lease expiration (see “Lockbox / Cash Management” herein).
 
NYSARC Inc. (40,000 sq. ft., 9.3% of NRA, 6.4% of U/W Base Rent)
NYSARC Inc. is the New York State Chapter of The Arc of the United States, one of the organization’s more than 700 state and local chapters across the nation. The Arc of the United States, ranked #89 according to Forbes 2012 Largest U.S. Charities list, provides advocacy and services for individuals with intellectual and other developmental disabilities, and their families.  NYSARC Inc.’s space at the 200 Varick Street Property is utilized as a school and employment facility, with a private entrance on the West Houston Street side of the building.  NYSARC, Inc. has been in occupancy at the 200 Varick Street Property for 18 years with its lease expiring in December 2019.  The U/W Base Rent PSF for NYSARC Inc. of $24.63 is approximately 46.5% below the appraiser’s concluded market rent of $46.00 PSF.
 
Project Renewal (26,000 sq. ft., 6.0% of NRA, 4.4% of U/W Base Rent)
Project Renewal is a non-profit organization first known as the Manhattan Bowery Corporation, founded in 1967 and headquartered at the 200 Varick Street Property, which provides healthcare, addiction and mental health treatment, employment services and housing solutions to the New York City homeless community.  Project Renewal has been in occupancy at the 200 Varick Street Property for 20 years with its lease expiring in June 2020.  The U/W Base Rent PSF for Project Renewal of $25.97 is approximately 43.5% below the appraiser’s concluded market rent of $46.00 PSF.
 
The Market.     Midtown Manhattan is the largest office market in the United States, containing 241.5 million sq. ft. within its eleven major submarkets.  Specifically, the 200 Varick Street Property is located in the Hudson Square / West Village submarket of Manhattan’s Midtown South area, which contains approximately 10.3 million sq. ft. of office space.  As of 3Q 2012, average asking rents in the Hudson Square / West Village submarket were $52.88 PSF for Class B office with a vacancy rate of 2.0%.  Based on an analysis of the competitive set, the appraiser’s concluded office market rent for the 200 Varick Street Property is $46.00 PSF.  The 200 Varick Street Property’s weighted average U/W Base Rent for office space of $34.56 is approximately 24.9% below the appraiser’s market rent conclusion.
 
The weighted average U/W Base Rent for the retail space, excluding the Film Forum, is $74.23 PSF, 7.8% below the appraiser’s concluded weighted average market rent of $80.47.  The U/W Base Rent for the Film Forum is $26.90 PSF, 41.5% below the appraiser’s concluded market rent of $46.00 PSF.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
22

 
 
200 Varick Street
New York, NY 10014
Collateral Asset Summary
200 Varick Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,000,000
35.0%
2.66x
15.2%
 
Competitive Set(1)
Building
Year Built
Stories
Sq. Ft.
% Leased
Asking Rent(2)
200 Varick Street
1926
12
430,397
99.8%
NAV
75 Varick Street
1929
20
1,003,920
100.0%
NAV
150 Varick Street
1927
10
192,600
100.0%
NAV
160 Varick Street
1926
12
190,000
100.0%
NAV
180 Varick Street
1922
17
300,000
97.3%
$46.00
225 Varick Street
1926
12
323,880
91.3%
$45.00
345 Hudson Street
1930
17
550,000
87.0%
$60.50(3)
375 Hudson Street
1987
19
884,200
100.0%
NAV
395 Hudson Street
1921
10
593,164
100.0%
NAV
Weighted Average(4)
   
504,721
97.3%
$52.52
(1)  
Source: Appraisal
(2)  
Asking Rent only available for those buildings with vacant office space.
(3)  
Asking Rent for 345 Hudson Street is the mid-point of the asking rent range, $56.00 to $65.00.
(4)  
Weighted Average does not include the 200 Varick Street Property.  Weighted Average Asking Rent reflects only those buildings with reported asking rents.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2010
2011
T-12 10/31/2012
       U/W
U/W PSF
 
 Base Rent(1)
$12,878,512
$13,558,476
$13,952,630
$15,305,832
$35.56
 
 Value of Vacant Space
0
0
0
49,450
0.11
 
 Gross Potential Rent
$12,878,512
$13,558,476
$13,952,630
$15,355,282
$35.68
 
 Total Recoveries
2,772,565
2,636,427
2,386,935
2,444,056
5.68
 
 Total Other Income
227,637
193,578
183,494
183,494
0.43
 
 Less: Vacancy(2)
0
0
0
(711,974)
(1.65)
 
 Effective Gross Income
$15,878,713
$16,388,480
$16,523,059
$17,270,858
$40.13
 
 Total Operating Expenses
6,537,553
6,820,344
6,451,506
6,664,638
15.48
 
 Net Operating Income
$9,341,160
$9,568,136
$10,071,553
$10,606,221
$24.64
 
 TI/LC
0
0
0
430,778
1.00
 
 Capital Expenditures
0
0
0
86,079
0.20
 
 Net Cash Flow
$9,341,160
$9,568,136
$10,071,553
$10,089,363
$23.44
 
(1)  
Increase in U/W Base Rent from T-12 is due primarily to (i) rent averaging over the term of their respective leases for Omnicom Group, NYSARC, Inc. and Designtex / Steelcase (average rents are 18.9%, 46.5% and 19.7% below current market, respectively), totaling $562,031 and (ii) contractual rent steps taken through November 30, 2013, totaling $128,321, and (iii) NYC Board of Elections underwritten to the terms of its renewal lease out for signature at $43.06 PSF (6.4% below market), a $349,782 annual increase from the annual rent based on its previous lease of $507,858 ($25.50 PSF).
(2)  
U/W economic vacancy is 4.0%.  The 200 Varick Street Property was 99.8% physically occupied as of October 10, 2012 and 99.7% economically occupied, the Hudson Square / West Village submarket vacancy is 2.0%, and the appraiser’s concluded vacancy is 3.0%.
 
Property Management.  The 200 Varick Street Property is managed by Newmark & Company Real Estate, Inc., a borrower affiliate.
 
Lockbox / Cash Management.    The 200 Varick Street Loan is structured with soft lockbox and springing cash management.
 
In place cash management and an excess cash sweep up to $12,000,000 is required upon (i) an event of default, (ii) if the debt service coverage ratio for two consecutive calendar quarters is less than 1.30x until the debt service coverage ratio for two consecutive calendar quarters is greater than 1.30x, or (iii) upon the earlier of (x) the date on which Omnicom delivers notice to borrower of its waiver, in whole or in part, of any renewal or extension option under its lease or (y) 24 months prior to the expiration of the Omnicom lease until (x) Omnicom has exercised its right to renew or extend its lease, (y) Omnicom has executed a new lease for a term expiring no sooner than July 1, 2025 and at a rental rate that will result in a debt service coverage ratio of at least 1.30x, or (z) one or more replacement tenants have entered into leases that, together with the in-place leases at the 200 Varick Street Property, have an average
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
23

 
 
200 Varick Street
New York, NY 10014
Collateral Asset Summary
200 Varick Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,000,000
35.0%
2.66x
15.2%
 
term expiring no sooner than three years past the date of execution and at a rental rate that will result in a debt service coverage ratio of at least 2.00x.
 
Initial Reserves.    At closing, the borrower deposited $14,375 into a required repairs reserve account.
 
Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of one-twelfth the annual tax and insurance expenses upon (i) an event of default (ii) failure of the borrower to pay taxes and insurance premiums in advance, (iii) failure of the borrower to bind all applicable insurance two business days prior to the then current expiration date of any policy, or (iv) failure of the borrower to provide evidence of renewal policies 30 days prior to the then expiration date of such policies or payment of taxes 15 days prior to the due date of such taxes.
 
On a monthly basis, the borrower is required to deposit replacement reserves in an amount reasonably determined by the lender upon (i) an event of default, (ii) if the debt service coverage ratio for three consecutive calendar quarters is less than 1.30x until the debt service coverage ratio for three consecutive calendar quarters is greater than 1.30x, or (iii) failure of the borrower to maintain the 200 Varick Street Property in good repair and condition as reasonably determined by the lender.
 
On a monthly basis, the borrower is required to deposit funds into a rollover reserve account in an amount reasonably determined by the lender if the debt service coverage ratio for three consecutive calendar quarters is less than 1.30x until the debt service coverage ratio for three consecutive calendar quarters is greater than 1.30x.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
24

 
 
200 Varick Street
New York, NY 10014
Collateral Asset Summary
200 Varick Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,000,000
35.0%
2.66x
15.2%
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
25

 
 
3530 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary
Metroplex
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$64,414,599
74.6%
1.49x
10.0%
 
Mortgage Loan Information   Property Information
Loan Seller:
GACC
   
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
   
Property Type:
CBD Office
Sponsor:
David Y. Lee
   
Collateral:
Fee Simple
Borrower:
Metroplex, LLC
   
Location:
Los Angeles, CA
Original Balance:
$64,500,000
   
Year Built / Renovated:
1985 / NAP
Cut-off Date Balance:
$64,414,599
   
Total Sq. Ft.:
404,656
% by Initial UPB:
-.-%
   
Property Management:
Jamison Services, Inc.
Interest Rate:
4.4700%
   
Underwritten NOI:
$6,423,202
Payment Date:
6th of each month
   
Underwritten NCF:
$5,827,892
First Payment Date:
December 6, 2012
   
As-is Appraised Value:
$86,300,000
Maturity Date:
November 6, 2022
   
As-is Appraisal Date:
August 6, 2012
Amortization:
360 months
   
As Stabilized” Appraised Value(2):
$87,600,000
Additional Debt:
None
   
As Stabilized” Appraisal Date:
March 6, 2013
Call Protection:
L(25), D(90), O(5)
       
Lockbox / Cash Management:
Hard / Springing
    Historical NOI
         
TTM NOI:
$5,939,423 (T-12 June 30, 2012)
Reserves(1)  
2011 NOI:
$5,777,011 (December 31, 2011)
 
Initial
 
Monthly  
 
2010 NOI:
$5,962,436 (December 31, 2010)
Taxes:
$77,188
 
$38,594    
 
2009 NOI:
$6,203,255 (December 31, 2009)
Insurance:
$0
 
Springing    
     
Replacement:
$0
 
$8,430    
 
Historical Occupancy
TI/LC:
$100,298
 
$31,250    
 
Current Occupancy:
85.9% (November 1, 2012)
Rent Abatement:
$284,973
 
$0    
 
2011 Occupancy:
87.5% (December 31, 2011)
Major Tenant Sweep:
$0
 
Springing    
 
2010 Occupancy:
86.0% (December 31, 2010)
         
2009 Occupancy:
89.3% (December 31, 2009)
Financial Information  
(1)   See “Initial Reserves” and “Ongoing Reserves” herein.
(2)   The “As Stabilized” Cut-off Date LTV is 73.5% based on achieving a stabilized occupancy of 92.5%.
Cut-off Date Balance / Sq. Ft.:
$159
   
Balloon Balance / Sq. Ft.:
$129
   
Cut-off Date LTV(2):
74.6%
   
Balloon LTV:
60.4%
     
Underwritten NOI DSCR:
1.64x
     
Underwritten NCF DSCR:
1.49x
     
Underwritten NOI Debt Yield:
10.0%
     
Underwritten NCF Debt Yield:
9.0%
     

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
26

 
 
3530 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary
Metroplex
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$64,414,599
74.6%
1.49x
10.0%

Tenant Summary
 
Tenant
 
Ratings
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
 
County of Los Angeles
NR/A1/AA-
113,027
27.9%
 
$22.23
31.9%
5/28/2019(2)(3)
Chase Executive Suites
NR/NR/NR
23,118
5.7%
 
$22.80
6.7%
9/30/2017
Network Automation
NR/NR/NR
14,878
3.7%
 
$21.63
4.1%
3/31/2018
Asiana Airlines(4)
NR/NR/NR
13,862
3.4%
 
$21.00
3.7%
8/31/2017
Seoul Broadcasting Sys.
NR/NR/NR
10,951
2.7%
 
$21.01
2.9%
7/31/2013
Total Major Tenants
 
175,836
43.5%
 
$22.08
49.4%
 
Remaining Tenants
 
171,862
42.5%
 
$23.19
50.6%
 
Total Occupied Collateral
 
347,698
85.9%
 
$22.63
100.0%
 
Vacant
 
56,958
14.1%
       
Total
 
404,656
100.0%
       
               
(1)
Certain ratings are those of the parent company whether or not the parent company guarantees the lease
(2)
The County of Los Angeles lease has 3,890 sq. ft. expiring in March 2013. This space has been underwritten as occupied as it is anticipated to be renewed.
(3)
The County of Los Angeles has the right to terminate all or a portion of its lease at any time after May 29, 2017, with not less than 150 days prior notice. A cash sweep will begin 12 months prior to the County of Los Angeles termination option date (May 29, 2016).
(4) 
Asiana Airlines will have one month of free rent in September 2013 and September 2014. This amount was reserved at closing in the rent abatement reserve.
 
Lease Rollover Schedule(1)
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
Per Sq. Ft.
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM
0
0
0.0%     
0
0.0%     
$0.00   
0.0%   
0.0%   
2012
7
2,339
0.6%     
2,339
0.6%     
$21.09   
0.6%   
0.6%   
2013
17
42,097
10.4%     
44,436
11.0%     
$24.82   
13.3%   
13.9%   
2014
12
42,026
10.4%     
86,462
21.4%     
$21.71   
11.6%   
25.5%   
2015
8
27,412
6.8%     
113,874
28.1%     
$20.63   
7.2%   
32.7%   
2016
6
27,740
6.9%     
141,614
35.0%     
$21.07   
7.4%   
40.1%   
2017
9
63,109
15.6%     
204,723
50.6%     
$23.84   
19.1%   
59.2%   
2018
2
25,314
6.3%     
230,037
56.8%     
$23.78   
7.7%   
66.9%   
2019
5
109,137
27.0%     
339,174
83.8%     
$22.20   
30.8%   
97.7%   
2020
2
8,524
2.1%     
347,698
85.9%     
$21.26   
2.3%   
100.0%   
2021
0
0
0.0%     
347,698
85.9%     
$0.00   
0.0%   
100.0%   
2022
0
0
0.0%     
347,698
85.9%     
$0.00   
0.0%   
100.0%   
Thereafter
0
0
0.0%     
347,698
85.9%     
$0.00   
0.0%   
100.0%   
Vacant
NAP
 56,958
14.1%     
404,656
100.0%     
NAP   
NAP   
 
Total / Wtd. Avg.
68
404,656
100.0%     
   
$22.63   
100.0%   
 
                 
(1)
Certain tenants have lease termination options that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule or the stacking plan.

The Loan.    The Metroplex loan (the “Metroplex Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 404,656 square foot Class A, office building located at 3530 Wilshire Boulevard in Los Angeles, California (the “Metroplex Property”) with an original principal balance of $64.5 million. The Metroplex Loan has a 10-year term and amortizes on a 30-year schedule. The Metroplex Loan accrues interest at a fixed rate equal to 4.4700% and has a cut-off date balance of approximately $64.4 million. Loan proceeds along with approximately $2.0 million of equity from the borrower were used to retire existing debt of approximately $65.6 million. Based on the “As-is” appraised value of $86.3 million as of August 6, 2012, the cut-off date LTV is 74.6% and the remaining implied equity is approximately $21.9 million. Based on the “As Stabilized” appraised value of $87.6 million as of March 6, 2013, the “As Stabilized” Cut-off Date LTV is 73.5%. The most recent prior financing of the Metroplex Property was not included in a securitization.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
27

 
 
3530 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary
Metroplex
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$64,414,599
74.6%
1.49x
10.0%
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$64,500,000
97.0%
 
Loan Payoff
$65,646,240
98.7%
Sponsor Equity
$2,010,039
3.0%
 
Reserves
$462,458
0.7%
       
Closing Costs
$401,341
0.6%
Total Sources
$66,510,039
100.0%
 
Total Uses
$66,510,039
100.0%

The Borrower / Sponsor.    The borrower, Metroplex, LLC, is a single purpose California limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is David Y. Lee.

David Y. Lee is the president of Jamison Services, Inc., one of the largest private commercial property owners in Los Angeles County. Jamison Services, Inc. was founded in 1994 and specializes in the acquisition, operation, construction, leasing and ownership of office, medical and retail properties. Headquartered in Los Angeles, California, Jamison Services, Inc. owns and operates over 100 commercial buildings comprising approximately 22 million square feet. For addition information, see “Risk Factors – Risks Related to the Mortgage Loans – Prior Bankruptcies, Default, or Other Proceedings May Be Relevant to Future Performance” in the accompanying free writing prospectus.

The Property.   The Metroplex Property is an 18-story, Class A office building built in 1985 and located in the Koreatown district, approximately one mile from downtown Los Angeles. The sponsor purchased the Metroplex Property in July 1999 for $42.0 million ($104 PSF).  The Metroplex Property has averaged 88.0% occupancy since Q3 2002.  As of November 1, 2012, the Metroplex Property was 85.9% occupied by approximately 53 tenants, with 31.8% of net rentable area (38.5% of base rent) occupied by credit rated tenants including the County of Los Angeles, Prudential Insurance Co. and Citibank. Parking for the Metroplex Property is located at an adjacent five-level parking structure, which also serves as collateral for the Metroplex Loan, with 839 parking spaces yielding a ratio of 2.07 spaces per 1,000 sq. ft. Since the beginning of 2012, the sponsor has signed new and renewal leases for 51.6% of the net rentable square footage at an average rate of $22.83 PSF, including three of the top five tenants.

Environmental Matters. The Phase I environmental report dated September 25, 2012 recommended no further action at the Metroplex Property.

Major Tenants.    
County of Los Angeles (113,027 sq. ft., 27.9% of NRA, 31.9% of U/W Base Rent; rated NR/A1/AA- by Fitch/Moody’s/S&P). The County of Los Angeles (“LA County”) has 37 separate departments with over 100,000 budgeted positions, making it the largest employer in the five-county region. The LA County office at the Metroplex Property is primarily related to the Department of Health, and more specifically for the Environmental Health sector.  LA County also has an office for the Department of Children and Family Services and an office for the County Liaison for the Interstate Compact on the Placement of Children.  LA County originally signed three leases for a total of 63,466 square feet in July 2001, and has since expanded multiple times for an additional 49,561 square feet.  LA County recently extended its lease through May 2019 for 109,137 sq. ft. and has no extension options remaining. LA County will have a termination option beginning May 29, 2017 with 150 days prior notice.  A cash sweep will begin 12 months prior to LA County’s termination option date (May 29, 2016).

Chase Executive Suites (23,118 sq. ft., 5.7% of NRA, 6.7% of U/W Base Rent) Chase Executive Suites, a borrower affiliate, was formed in 2000 and provides business professionals with fully serviced, prime office suites in locations throughout southern California and Texas, including Los Angeles, Orange County, San Diego and Dallas. Standard suites are equipped with 24/7 access and security, fully furnished conference rooms, lobby, kitchen, and lounge areas and professional reception service. Chase Executive Suites began its five year lease at the Metroplex Property in October 2012 and has no termination options.

Network Automation (14,878 sq. ft., 3.7% of NRA, 4.1% of U/W Base Rent) Network Automation, Inc. (“NAI”) develops and delivers business process automation software solutions for various industries and networks. Formerly known as Unisyn Software LLC, NAI changed its name to Network Automation, Inc. in September 2004. NAI delivers automation to more than 10,000 clients and 120 channel partners across 60 countries. Based on its revenue growth over the past three years, NAI was named to the Inc. 500/5000 list of the fastest-growing, privately held companies in America, as well as Digital Software Magazine’s Software 500, an annual ranking of the world’s largest software and service providers. NAI is headquartered at the Metroplex Property and began
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
28

 
 
3530 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary
Metroplex
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$64,414,599
74.6%
1.49x
10.0%
  
its seven year lease in April 2011. NAI has no termination options and two five-year renewal options at 95% of market rent, with at least three months prior notice.
 
The Market.    The Metroplex Property is located in the Wilshire Community Plan Area, approximately one mile west of downtown Los Angeles.  The Wilshire Community Plan Area is served by one primary freeway, the Hollywood 101 Freeway, with three other freeways located with five miles. In addition, the MetroRail Red Line subway system has three stops along Wilshire Boulevard, connecting the Wilshire Community Plan Area to downtown Los Angeles.

As of Q3 2012 the overall Los Angeles office market vacancy was 12.5%, with average rents at $27.81 PSF.  Net absorption for Q3 2012 totaled 94,915 square feet compared to negative 186,152 square feet in the previous quarter. The Metroplex Property is located in the Mid-Wilshire submarket of Los Angeles which consists of 37 Class A buildings totaling approximately 8.2 million square feet. Class A rents averaged $20.16 PSF with a vacancy rate of 22.8%.

Within the Mid-Wilshire submarket the Metroplex Property competes with a smaller subset of five office properties.  The competitive set averages higher occupancy and average rent than the Class A submarket.

Market Office Rent Comparables(1)
Property Name
Location (Los Angeles)
Year Built
Lease Area (Sq. Ft.)
Asking Rent
Occupancy %
Metroplex Property
3530 Wilshire Boulevard
1985
404,656
$23.40
85.9%
Wilshire Serrano Building
3699 Wilshire Boulevard
1983
331,000
$24.00
77.0%
Wilshire Park Place
3700 Wilshire Boulevard
1966
317,225
$24.00
74.0%
Equitable Plaza
3435 Wilshire Boulevard
1968
689,258
$24.00
93.0%
Wilshire Financial Tower
3600 Wilshire Boulevard
1961
414,202
$23.40
93.0%
Wilshire Colonnade West
3731 Wilshire Boulevard
1970
183,510
$23.40
89.0%
Total / Wtd. Avg.
   
1,935,195
$23.81
86.8%
(1)
Source: Appraisal

The sponsor owns over 25 buildings within the immediate submarket, and has maintained stable operating performance at the Metroplex Property. Vacancy at the Metroplex Property has averaged 12.0% over the past decade and there has been substantial leasing since the beginning of 2012, with new and renewal leasing totaling 51.6% of the NRA at an average rate of $22.83 PSF with lease terms averaging approximately six years.  There are approximately 14 tenant leases with rent abatements, totaling $284,973, all of which was reserved in a rent abatement account. The abatements are in the form of one month of free rent per year and range from one month total to six months total, with the majority of the free months in 2013 and 2014. The subsequent chart outlines recent leasing activity at the Metroplex Property since the beginning of 2012:
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
29

 
 
3530 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary
Metroplex
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$64,414,599
74.6%
1.49x
10.0%

Recent Leasing In 2012
Tenant
Sq. Ft.
% of Total Sq.
Ft.
 Annual
Rent
Rent PSF
Begin/Renewal
Date
Expiration Date
Term (Years)
National Business Furniture
3,734
 
0.9%
 
$80,654
 
$21.60
 
1/1/2012
 
12/31/2017
 
6.0
Frank, Greenberg & Simone
5,320
 
1.3%
 
$105,336
 
$19.80
 
2/4/2012
 
2/3/2015
 
3.0
Wanseuk Oh
1,129
 
0.3%
 
$24,386
 
$21.60
 
2/15/2012
 
2/14/2015
 
3.0
Law Office of Laurence H. Lishner
1,378
 
0.3%
 
$29,765
 
$21.60
 
5/1/2012
 
4/30/2015
 
3.0
Sisa English Institute, Inc.
2,644
 
0.7%
 
$57,110
 
$21.60
 
5/1/2012
 
4/30/2017
 
5.0
Sisa English Institute, Inc.
3,536
 
0.9%
 
$72,134
 
$20.40
 
5/1/2012
 
4/30/2017
 
5.0
Martin & Martin/Law
6,780
 
1.7%
 
$142,419
 
$21.01
 
5/3/2012
 
9/30/2014
 
2.4
County of Los Angeles
23,118
 
5.7%
 
$513,220
 
$22.20
 
5/29/2012
 
5/28/2019
 
7.0
County of Los Angeles
23,118
 
5.7%
 
$513,220
 
$22.20
 
5/29/2012
 
5/28/2019
 
7.0
County of Los Angeles
23,118
 
5.7%
 
$513,220
 
$22.20
 
5/29/2012
 
5/28/2019
 
7.0
County of Los Angeles
23,118
 
5.7%
 
$513,220
 
$22.20
 
5/29/2012
 
5/28/2019
 
7.0
County of Los Angeles
16,665
 
4.1%
 
$369,963
 
$22.20
 
5/29/2012
 
5/28/2019
 
7.0
CJ America, Inc.
5,940
 
1.5%
 
$131,868
 
$22.20
 
6/1/2012
 
5/31/2020
 
8.0
Martin & Martin/Law
2,175
 
0.5%
 
$45,675
 
$21.00
 
7/1/2012
 
9/30/2014
 
2.2
Asiana Airlines
13,862
 
3.4%
 
$291,102
 
$21.00
 
9/1/2012
 
8/31/2017
 
5.0
Asiana Airlines - Storage
464
 
0.1%
 
$8,074
 
$17.40
 
9/1/2012
 
12/31/2012
 
0.3
Hanpark Investment
2,213
 
0.5%
 
$50,456
 
$22.80
 
9/1/2012
 
9/30/2014
 
2.1
New Commercial Capital (Alcatel)
5,599
 
1.4%
 
$127,657
 
$22.80
 
9/1/2012
 
8/31/2014
 
2.0
Archeon
4,594
 
1.1%
 
$104,743
 
$22.80
 
10/1/2012
 
9/30/2014
 
2.0
Chase Executive Suites
23,118
 
5.7%
 
$527,090
 
$22.80
 
10/1/2012
 
9/30/2017
 
5.0
First Place For Youth
1,558
 
0.4%
 
$32,718
 
$21.00
 
10/15/2012
 
2/14/2014
 
1.3
Citibank
5,200
 
1.3%
 
$232,908
 
$44.79
 
10/28/2012
 
10/27/2017
 
5.0
Prudential Insurance Co.
10,436
 
2.6%
 
$280,224
 
$26.85
 
  2/1/2013(1)
 
1/31/2018
 
5.0
Total / Wtd. Avg.
208,817
 
51.6%
 
$4,767,163
 
$22.83
         
5.7
(1)
Prudential Insurance Co. has signed a renewal for its space beginning in February 2013.
 
Cash Flow Analysis.
 
 
Cash Flow Analysis
 
12/31/2009
12/31/2010
12/31/2011
T-12 6/30/2012
U/W
U/W PSF
 Base Rent(1)
$7,358,330
$7,191,988
$7,219,681
$7,249,439
$7,990,002
$19.75     
 Credit Tenant Rent Steps(2)
0
0
0
0
44,503
0.11     
 Value of Vacant Space
0
0
0
0
1,332,817
3.29     
 Gross Potential Rent
$7,358,330
$7,191,988
$7,219,681
$7,249,439
$9,367,322
$23.15     
 Total Recoveries
0
0
0
2,625
40,854
0.10     
 Total Other Income
          1,464,434
          1,283,523
          1,370,091
1,404,071
1,142,789
2.82     
 Less: Vacancy(3)
             0
             0
             0
            0
        (1,332,817)
(3.29)     
 Effective Gross Income
$8,822,764
$8,475,511
$8,589,772
$8,656,135
$9,218,148
$22.78     
 Total Operating Expenses
2,619,509
2,513,075
2,812,761
2,716,712
2,794,946
6.91     
 Net Operating Income
$6,203,255
$5,962,436
$5,777,011
$5,939,423
$6,423,202
$15.87     
 TI/LC
0
0
0
0
             494,145
1.22     
 Capital Expenditures
0
0
0
0
101,164
0.25     
 Net Cash Flow
 $6,203,255
$5,962,436
$5,777,011
 $5,939,423
 $5,827,892
$14.40     
(1)
U/W Base Rent includes $122,562 in contractual step rent through November 2013.
(2)
Credit Tenant Rent Steps represent the present value of rent steps for LA County, Prudential Insurance Co. and Citibank. Rent steps were taken through the term of the lease for Citibank and LA County, and through the February 2015 rent step for Prudential Insurance Co., which has the right to terminate its lease in January 2016.
(3)
U/W Vacancy represents 14.2% of gross income, based on the in-place economic vacancy.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
30

 
 
3530 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary
Metroplex
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$64,414,599
74.6%
1.49x
10.0%
 
Property Management.    The Metroplex Property is managed by Jamison Services, Inc., a borrower affiliate.

Lockbox / Cash Management.    The Metroplex Loan is structured with a hard lockbox and springing cash management. All rents and other payments will be deposited directly into a clearing account controlled by lender, and are then transferred to an account controlled by the borrower unless (i) there is an event of default under the loan documents, (ii) DSCR falls below 1.10x, or (iii) a Major Tenant Sweep Period (defined below) occurs.

A “Major Tenant Sweep Period” occurs upon: (i) May 31, 2016, which is 12 months prior to the date LA County can exercise its early termination right, (ii) six months prior to the LA County lease expiration date, or (iii) the date LA County (a) cancels or terminates its lease, (b) goes dark at substantially all of its space, or (c) is subject to a bankruptcy or insolvency proceeding. The Major Tenant Sweep Period will cease upon: (1) if the sweep occurs due to clause (i) above, nine months after the date on which the sweep commences, provided LA County has not delivered its termination notice, (2) the balance of the major tenant sweep reserve reaches $20.00 PSF of the space affected, or the borrower delivers a letter of credit in the amount of $20.00 PSF of the space affected, (3) the date upon which the LA County leased space has been re-tenanted pursuant to an approved replacement lease, or (4) in the case of clause (iii)(c) above, the lease has been affirmed, assumed or assigned in the manner acceptable to lender.

Additionally, all excess cash will be swept into a lender controlled account upon an event of default or if the DSCR is less than 1.10x on the last day of the calendar quarter.

Initial Reserves.    At closing, the borrower deposited (i) $77,188 into a tax reserve account, (ii) $100,298 into the TI/LC reserve account and (iii) $284,973 into the rent abatement reserve account.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $38,594 into a tax reserve account, (ii) $8,430 into a capital expenditure account, subject to a cap of $404,656 and (iii) $31,250 into a TI/LC reserve account, subject to a cap of $1,500,000. The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place. During a Major Tenant Sweep Period all excess cash will be swept to a special lease sweep reserve account to be used to re-tenant the LA County leased space.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
31

 
 
17300-17790 Southcenter Parkway
Tukwila, WA 98188
Collateral Asset Summary
Parkway Super Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$55,900,000
50.8%
2.19x
13.4%
 
                       
Mortgage Loan Information
 
Property Information
 
Loan Seller:
GACC
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Refinance
     
Property Type:
Anchored Retail
 
 
Sponsor:
Kimco Income Operating Partnership, L.P.
     
Collateral:
Fee Simple
 
 
Borrower:
KIR Tukwila L.P.
     
Location:
Tukwila, WA
 
 
Original Balance:
$55,900,000
     
Year Built / Renovated:
1972 / 1980, 1998-1999
 
 
Cut-off Date Balance:
$55,900,000
     
Total Sq. Ft.:
458,752
 
 
% by Initial UPB:
-.-%
     
Property Management:
KRC Property Management I, Inc.
 
 
Interest Rate:
3.9300%
     
Underwritten NOI:
$7,489,984
 
 
Payment Date:
6th of each month
     
Underwritten NCF:
$6,945,350
 
 
First Payment Date:
January 6, 2013
     
Appraised Value:
$110,000,000
 
 
Maturity Date:
December 6, 2022
     
Appraisal Date:
October 13, 2012
 
 
Amortization:
360 months
             
 
Additional Debt:
None
   
Historical NOI
 
Call Protection:
L(24), D(92), O(4)
     
TTM NOI:
$8,274,364 (T-6 June 30, 2012 Ann.)
 
 
Lockbox / Cash Management:
Springing Hard / Springing
     
2011 NOI:
$8,727,105 (December 31, 2011)
 
               
2010 NOI:
$8,437,817 (December 31, 2010)
 
Reserves(1)
   
2009 NOI:
$8,179,586 (December 31, 2009)
 
   
Initial
 
Monthly
     
 
Taxes:
$0
 
Springing
   
Historical Occupancy
 
Insurance:
$0
 
Springing
     
Current Occupancy(2):
84.2% (August 9, 2012)
 
 
Replacement:
$0
 
Springing
     
2011 Occupancy:
94.0% (December 31, 2011)
 
 
TI/LC:
$353,888
 
Springing
     
2010 Occupancy:
99.0% (December 31, 2010)
 
               
2009 Occupancy:
NAV
 
Financial Information
   
(1)
(2)
See “Initial Reserves” and “Ongoing Reserves” herein.
Current Occupancy includes Big Lots, which has a lease beginning November 29, 2012, and excludes the Babies R Us space (37,314 sq. ft.), a portion of Old Navy (5,120 sq. ft.) and Basil Vietnamese Cuisine space (2,000 sq. ft.). Babies R Us is currently dark, Old Navy is expected to vacate the 5,120 sq. ft. portion in February 2013 and Basil Vietnamese Cuisine has been delinquent on rent since August 2012.
 
 
Cut-off Date Balance / Sq. Ft.:
 
$122
         
 
Balloon Balance / Sq. Ft.:
 
$97
         
 
Cut-off Date LTV:
 
50.8%
         
 
Balloon LTV:
 
40.3%
           
 
Underwritten NOI DSCR:
 
2.36x
           
 
Underwritten NCF DSCR:
 
2.19x
           
 
Underwritten NOI Debt Yield:
 
13.4%
           
 
Underwritten NCF Debt Yield:
 
12.4%
           
                   
                       
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
32

 
 
17300-17790 Southcenter Parkway
Tukwila, WA 98188
Collateral Asset Summary
Parkway Super Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$55,900,000
50.8%
2.19x
13.4%
 
Tenant Summary
 Tenant Mix
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total
Sq. Ft.
Lease 
Expiration
Total Sales (000s)(2)
Sales PSF(2)
Occupancy
Cost(2)
               
 Anchor Tenants
             
Macy’s Furniture Gallery
BBB/Baa3/BBB
48,670
10.6%
1/31/2019
$9,249
$190
9.6%
Best Buy
BB+/Baa2/BB+
45,884
10.0%
1/31/2016
NAP
NAP
NAP
Sports Authority
NR/NR/B-
40,000
8.7%
1/31/2014
NAP
NAP
NAP
 Total Anchor Tenants
 
134,554
29.3%
 
$9,249
$190
9.6%
               
 Major Tenants (>10,000 sq. ft.)
             
Michaels
NR/B3/B
28,252
6.2%
10/31/2013
NAP
NAP
NAP
Big Lots(3)
NR/NR/BBB-
28,136
6.1%
1/31/2018
NAP
NAP
NAP
Ross Dress for Less
NR/NR/BBB+
26,271
5.7%
1/31/2023
$11,901
$453
4.3%
Old Navy(4)
BBB-/Baa3/BB+
19,280
4.2%
1/31/2022
$5,234
$271
7.6%
 Subtotal Major Tenants
 
101,939
22.2%
 
$17,135
$376
5.3%
 Remaining Major Tenants
 
65,013
14.2%
 
$12,882
$198
14.9%
 Total Major Tenants
 
166,952
36.4%
 
$30,017
$271
9.4%
               
 In-line Tenants (<10,000 Sq. Ft.)
 
84,612
18.4%
 
$22,108
$317
10.0%
               
 Total Occupied Collateral
 
386,118
84.2%
       
               
 Vacant(4)(5)
 
72,634
15.8%
       
 Total/Wtd. Avg.
 
458,752
100.0%
       
               
(1) 
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)  
Total Sales, Sales PSF and Occupancy Cost are based on the TTM June 2012 sales.
(3)  
Big Lots has signed its lease, which will begin November 29, 2012.
(4)  
The Old Navy square footage represents the leased space net of 5,120 sq. ft. that Old Navy is expected to vacate in February 2013. The 5,120 sq. ft. space has been underwritten as vacant
(5)  
Vacant sq. ft. includes the Babies R Us space (37,314 sq. ft.), which is currently dark, as well as the Basil Vietnamese Cuisine space (2,000 sq. ft.), which has been delinquent on rent since August 2012. Both spaces have been underwritten as vacant.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
33

 
 
17300-17790 Southcenter Parkway
Tukwila, WA 98188
Collateral Asset Summary
Parkway Super Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$55,900,000
50.8%
2.19x
13.4%
 
Lease Rollover Schedule(1)
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W Base Rent
Per Sq. Ft.
% U/W Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM
1
3,000
0.7%
3,000
0.7%
$26.25
1.0%
1.0%
2012
0
0
0.0%
3,000
0.7%
$0.00
0.0%
1.0%
2013
5
57,205
12.5%
60,205
13.1%
$24.78
17.7%
18.7%
2014
3
53,490
11.7%
113,695
24.8%
$18.20
12.1%
30.8%
2015
4
32,142
7.0%
145,837
31.8%
$27.03
10.8%
41.6%
2016
2
49,884
10.9%
195,721
42.7%
$21.61
13.4%
55.1%
2017
6
29,844
6.5%
225,565
49.2%
$24.96
9.3%
64.4%
2018
1
28,136
6.1%
253,701
55.3%
$10.75
3.8%
68.2%
2019
4
65,437
14.3%
319,138
69.6%
$19.08
15.6%
83.7%
2020
0
0
0.0%
319,138
69.6%
$0.00
0.0%
83.7%
2021
1
9,236
2.0%
328,374
71.6%
$30.00
3.5%
87.2%
2022
2
31,473
6.9%
359,847
78.4%
$19.29
7.6%
94.8%
Thereafter
1
26,271
5.7%
386,118
84.2%
$16.00
5.2%
100.0%
Vacant(2)
NAP
72,634
15.8%
458,752
100.00%
NAP
NAP
 
Total / Wtd. Avg.
          30
               458,752
100.0%
   
$20.76
100.0%
 
                 
(1)  
Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule or the site plan.
(2)  
Vacant space includes Babies R Us (37,314 sq. ft.), a portion of Old Navy (5,120 sq. ft.) and Basil Vietnamese Cuisine (2,000 sq. ft.), which are each in occupancy of their space but have been underwritten as vacant. Babies R Us is currently dark, Old Navy is expected to vacate the 5,120 sq. ft. portion in February 2013 and Basil Vietnamese Cuisine has been delinquent on rent since August 2012.
 
The Loan.    The Parkway Super Center loan (the “Parkway Super Center Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 458,752 square foot anchored retail shopping center located at 17300-17790 Southcenter Parkway in Tukwila, Washington (the “Parkway Super Center Property”) with an original principal balance of $55.9 million. The Parkway Super Center Loan has a 10-year term and amortizes on a 30-year schedule. The Parkway Super Center Loan accrues interest at a fixed rate equal to 3.9300% and has a cut-off date balance of $55.9 million. Loan proceeds, along with approximately $273,000 of sponsor equity, were used to retire existing debt of approximately $55.6 million and fund closing costs. Based on the appraised value of $110.0 million as of October 13, 2012, the cut-off date LTV is 50.8% and the remaining implied equity is $54.1 million. The most recent prior financing of the Parkway Super Center Property was not included in a securitization.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
           % of Total
Loan Amount
$55,900,000
99.5%
 
Loan Payoff
$55,579,675
98.9%
Sponsor Equity
$273,006
0.5%
 
Reserves
$353,888
0.6%
       
Closing Costs
$239,443
0.4%
Total Sources
$56,173,006
100.0%
 
Total Uses
$56,173,006
100.0%
 
The Borrower / Sponsor.    The borrower, KIR Tukwila L.P., is a single purpose Delaware limited partnership structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Kimco Income Operating Partnership, L.P. (“KIOP”).
 
In 1999, Kimco Realty Corporation (“Kimco”) formed KIOP as a vehicle to invest with New York State Common Retirement System (commonly known as the New York Common Fund). Kimco owns approximately 45.0% of KIOP and the New York Common Fund maintains approximately 47.9% interest. Additional investors include State Farm Capital (approximately 3.6% ownership) and Knights of Columbus (approximately 3.6% ownership). The New York Common Fund is the retirement pension program for New York State employees. As of June 30, 2012, Kimco owns interest in 926 shopping centers comprising 136 million square feet across 44 states, Puerto Rico, Canada, Mexico and South America. Publicly traded since 1991, Kimco has specialized in shopping center acquisitions, development and management for over 50 years. KIOP currently owns 59 retail assets nationwide totaling approximately 12.6 million
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
34

 
 
17300-17790 Southcenter Parkway
Tukwila, WA 98188
Collateral Asset Summary
Parkway Super Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$55,900,000
50.8%
2.19x
13.4%
 
square feet across 18 states. As of December 31, 2011, KIOP has approximately $1.3 billion in assets and approximately $16.9 million in cash liquidity.
 
The Property.  The Parkway Super Center Property is a single-story anchored retail shopping center comprising 458,752 sq. ft. located in Tukwila, Washington, approximately 11 miles south of the Seattle central business district. The Parkway Super Center Property was built in 1972 and was renovated most recently in 1998 and 1999. The sponsor purchased the Parkway Super Center Property in 2003 for approximately $89.6 million ($195 PSF), and has spent approximately $1.9 million on improvements since acquisition. As of August 9, 2012, the Parkway Super Center Property is 93.9% physically occupied, which includes approximately 44,434 sq. ft. (9.7% of NRA) that are being underwritten as vacant. Babies R Us (37,314 sq. ft.) is currently dark after relocating to a nearby property in October 2010 in order to consolidate with the local Toys R Us store. Babies R Us continues to pay rent at the Parkway Super Center Property and has a lease through January 2014. This space is currently being marketed for sublet. Old Navy plans to vacate a 5,120 sq. ft. space in February 2013 and Basil Vietnamese Cuisine (2,000 sq. ft.) has been delinquent on rent since August 2012. The Parkway Super Center Property is being underwritten as 84.2% occupied by 30 tenants. The top five tenants (Macy’s Furniture Gallery, Best Buy, Sports Authority, Michaels and Big Lots) account for 41.6% of the NRA, and no other tenant occupies more than 5.7% of the NRA. In addition, the Parkway Super Center Property is shadow anchored by Kohl’s in a neighboring shopping center. The Parkway Super Center Property contains approximately 1,505 surface parking spaces with an overall parking ratio of 3.28 spaces per 1,000 square feet.  The subsequent chart details historical sales at the Parkway Super Center Property.
 
Sales and Occupancy Cost Analysis
 
2008
2009
2010
2011
TTM June 2012
 
Tenant
Gross Sales
(000s)
PSF
Gross Sales
(000s)
PSF
Gross Sales
(000s)
PSF
Gross Sales
(000s)
PSF
Gross Sales
(000s)
PSF
Occ. Cost
 
Total Anchor Tenants(1)
$8,906
$183
$8,595
$177
$9,088
$187
$9,315
$191
$9,249
$190
9.6%
 
Total Major Tenants(2)
$27,274
$196
$27,945
$201
$29,046
$209
$26,672
$241
$30,017
$271
9.4%
 
Total In-Line Tenants(3)
$21,185
$380
$21,047
$322
$22,520
$306
$20,497
$294
$22,108
$317
10.0%
 
Total Occupied Collateral
$57,366
$236
$57,587
$228
$60,654
$232
$56,484
$247
$61,373
$268
9.7%
 
                         
(1)  
Macy’s Furniture Gallery is the only anchor tenant that reports sales.
(2)  
Approximately 77.8% of major tenants report sales (66.2% based on percentage of square feet) and includes only tenants reporting a full year of sales.
(3)  
Approximately 72.2% of in-line tenants report sales (82.4% based on percentage of square feet) and includes only tenants reporting a full year of sales.
 
Environmental Matters. The Phase I environmental report dated October 15, 2012 recommended the development and implementation of an asbestos operation and maintenance plan at the Parkway Super Center Property, which is already in place. In addition, an adjacent property had a release which impacted groundwater with benzene. The environmental consultant noted that the clean-up up has started and that it would be unlikely for the borrower to be responsible for any clean-up costs associated with such release. 
 
The Market.     The Parkway Super Center Property is located approximately 11 miles south of the Seattle central business district, and within a mile of both  Interstate 405 and Interstate 5. The region also features several public transportation services including buses, light rail and ferries, operated by two public transportation entities.
 
The Parkway Super Center Property is located in the Southcenter retail area of Seattle, and within the W. Seattle/Tukwila/Kent/Auburn submarket. As of Q2 2012, the W. Seattle/Tukwila/Kent/Auburn submarket accounts for approximately 31.3% of the Seattle retail market, with approximately 8.2 million sq. ft., a vacancy rate of 9.8% and asking rents of $19.84 PSF. The addition of the Westfield Southcenter Mall to the Southcenter area in 2008 added approximately 75 new stores, five restaurants, two parking garages and a 16-screen AMC move theatre to the area, making Southcenter one of the major retail hubs in the region. The primary trade area, which is within a five-mile radius of the Parkway Super Center Property, has a 2012 population of 243,866 with an average household income of $63,097. The Westfield Southcenter Mall provides a significant draw of customers to the immediate market area, with the primary competition of the Parkway Super Center Property being the shopping centers located in the Southcenter retail area. The subsequent chart gives an overview of the Parkway Super Center Property’s most direct competition.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
35

 
 
17300-17790 Southcenter Parkway
Tukwila, WA 98188
Collateral Asset Summary
Parkway Super Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$55,900,000
50.8%
2.19x
13.4%
 
Competitive Set(1)
Name
Parkway Super
Center Property
Park Place Center
Southcenter Square
Southcenter Plaza
Segale Center
Distance from Subject
NAP
0.1 mile (adjacent)
0.1 mile (adjacent)
0.6 miles
0.6 miles
Property Type
Power Center
Power Center
Power Center
Community Center
Community Center
Year Built
1972
1996
2007
1990
1994
Total Occupancy
84.2%
100%
91.5%
98.8%
77.2%
Size (Sq. Ft.)
458,752
153,879
236,457
170,181
125,678
Anchors / Major Tenants
Macy’s Furniture
Gallery, Best Buy,
Sports Authority
JoAnn Fabric, K&G,
Toys R’ Us, PetsMart
Kohl’s, Petco,
Nordstrom Rack, DSW
Shoe Warehouse
Target, Dollar Tree
Barnes & Noble,
Office Depot
(1)  
Source: Appraisal
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2009
2010
2011
T-6 6/30/2012 Ann.
U/W
U/W PSF
Base Rent
$8,816,641
$8,739,627
$9,137,465
$8,888,337
$8,016,780
$17.48         
Value of Vacant Space
0
0
0
0
1,432,701
3.12         
Gross Potential Rent
$8,816,641
$8,739,627
$9,137,465
$8,888,337
$9,449,481
$20.60         
Total Recoveries
1,327,337
1,502,287
1,545,976
1,588,921
1,637,623
3.57         
Total Other Income
18,161
40,596
          20,452
46,454
20,451
0.04         
Less: Bad Debt(1)
(4,900)
23,332
(120,351)
(411,438)
0
0.00         
Less: Mark to Market(2)
0
0
0
0
(50,674)
(0.11)         
Less: Vacancy(2)
             0
             0
             0
            0
        (1,432,701)
(3.12)         
Effective Gross Income
$10,157,239
$10,305,841
$10,583,541
$10,112,274
$9,624,180
$20.98         
Total Operating Expenses
1,977,653
1,868,025
1,856,436
1,837,911
2,134,196
4.65         
Net Operating Income
$8,179,586
$8,437,817
$8,727,105
$8,274,364
$7,489,984
$16.33         
TI/LC
0
0
0
0
             356,545
0.78         
Capital Expenditures
0
0
0
0
188,088
0.41         
Net Cash Flow
$8,179,586
$8,437,817
$8,727,105
$8,274,364
 $6,945,350
$15.14         
             
(1)  
Bad Debt includes the closure of Home Sweet Home, which terminated 24,600 sq. ft. and Ritz Camera, which went bankrupt and closed all stores in the summer of 2012. Bad debt was not underwritten as any tenants that are delinquent on rent, dark or have planned terminations were underwritten as vacant.
(2)  
U/W Mark to Market represents 0.5% of gross income and U/W Vacancy represents 12.9% of gross income, which is based on the in place economic vacancy inclusive of the Old Navy future vacant space, the Babies R Us dark space, and Basil Vietnamese, which is delinquent on its rent.
 
Property Management.    The Parkway Super Center Property is managed by KRC Property Management I, Inc., a borrower affiliate.
 
Lockbox / Cash Management.    The Parkway Super Center Loan is structured with a springing hard lockbox and springing cash management.  All rents and other payments will be deposited directly into the borrower’s operating account, except during a Trigger Period (as defined below), in which case all rents and other payments will be deposited directly by the tenants into the lockbox account controlled by the lender.
 
A “Trigger Period” will exist (i) during the continuance of an event of default and (ii) upon the DSCR falling below 1.20x (calculated on the last day of any calendar quarter) and will continue until the DSCR is at least 1.20x for two consecutive calendar quarters (in each case calculated on the last day of each such calendar quarter).  The borrower can prevent a Trigger Period described in clause (ii) from occurring, and can terminate any existing Trigger Period described in clause (ii), by delivering one or more letters of credit in an aggregate amount that, if applied to reduce the outstanding principal of the Parkway Super Center Loan, would result in a DSCR of at least 1.20x (calculated on the last day of the calendar quarter in which such letter of credit is delivered).
 
Initial Reserves.    At closing, the borrower deposited $353,888 into a TI/LC reserve account.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
36

 
 
17300-17790 Southcenter Parkway
Tukwila, WA 98188
Collateral Asset Summary
Parkway Super Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$55,900,000
50.8%
2.19x
13.4%
 
Ongoing Reserves.    During a Trigger Period, the borrower will be required to make monthly deposits of (i) 1/12 of the estimated annual real estate taxes into a tax reserve account, (ii) 1/12 of the annual insurance premiums into an insurance reserve account, (iii) $14,909 into a capital expenditure account, subject to a cap of $357,827 and (iv) $29,712 into a TI/LC reserve account, subject to a cap of $713,091.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
37

 
 
 
777 South Broad Street
Philadelphia, PA 19147
 
Collateral Asset Summary
777 South Broad
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$52,500,000
68.5%
1.42x
8.3%
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
38

 
 
 
777 South Broad Street
Philadelphia, PA 19147
 
Collateral Asset Summary
777 South Broad
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$52,500,000
68.5%
1.42x
8.3%
                 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Mid-Rise Multifamily
Sponsor:
Carl E. Dranoff
 
Collateral:
Fee Simple
Borrower:
777 South Broad Street Associates,
 
Location:
Philadelphia, PA
 
L.P.
 
Year Built / Renovated:
2010 / NAP
Original Balance:
$52,500,000
 
Total Units / Sq. Ft.(5):
146 / 178,822
Cut-off Date Balance:
$52,500,000
 
Property Management:
Dranoff Properties, Inc.
% by Initial UPB:
-.-%
 
Underwritten NOI:
$4,332,125
Interest Rate:
4.0105%
 
Underwritten NCF:
$4,288,721
Payment Date:
6th of each month
 
Appraised Value:
$76,600,000
First Payment Date:
January 6, 2013
 
Appraisal Date:
November 1, 2012
Maturity Date:
December 6, 2022
     
Amortization:
Interest-only for first 36 months; 360
 
Historical NOI(6)
 
months thereafter
 
TTM NOI:
$3,708,430 (T-12 September 30, 2012)
Additional Debt(1):
$7,750,000 Mezzanine Loan
 
2011 NOI:
$3,014,424 (December 31, 2011)
Call Protection:
L(49), D(67), O(4)
 
2010 NOI:
NAP
Lockbox / Cash Management:
Soft / In Place
 
2009 NOI:
NAP
               
Reserves(2)
 
Historical Occupancy(6)(7)
 
Initial
 
Monthly
 
Current Occupancy:
94.5% (October 31, 2012)
Taxes:
$64,167
 
$5,833
 
2011 Occupancy:
91.1% (December 31, 2011)
Insurance:
$122,953
 
$13,661
 
2010 Occupancy:
NAP
Replacement:
$0
 
$2,670
 
2009 Occupancy:
NAP
Required Repairs:
$0
 
NAP
 
(1)   See “Current Mezzanine or Subordinate Indebtedness Permitted” herein.
(2)   See “Initial Reserves” herein and “Ongoing Reserves” herein.
(3)   Excludes 18,839 sq. ft. of ground floor commercial space which is also part of the 777 South Broad Loan collateral and was 100% leased as of October 31, 2012. Inclusive of total collateral sq. ft., Cut-off Date Balance PSF is $294 based on the Mortgage Loan and $337 PSF based on the Total Debt. Balloon Balance PSF is $254 based on the Mortgage Loan and $297 based on Total Debt.
(4)   Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR based on the Mortgage Loan are 2.03x and 2.01x, respectively.
(5)   Total Sq. Ft. includes 159,983 sq. ft. of multifamily space and 18,839 sq. ft. of ground floor commercial space.
(6)   NOI and Occupancy for 2009 and 2010 are not available as the property was constructed in 2010.
(7)   Occupancy based on multifamily units only. Current Occupancy based on total square footage including 18,839 sq. ft. of commercial space is 95.1%.
 
TI/LC:
$0
 
$947
 
B2 Salon Reserve:
$250,000
 
$0
 
    Outstanding TI Reserve:
$733,639
 
$0
 
       
Financial Information
 
 
Mortgage Loan
 
Total Debt
 
Cut-off Date Balance / Unit(3):
$359,589
 
$412,671
 
Balloon Balance / Unit(3):
$311,143
 
$364,225
 
Cut-off Date LTV:
68.5%
 
78.7%
 
Balloon LTV:
59.3%
 
69.4%
 
Underwritten NOI DSCR(4):
1.44x
 
1.13x
 
Underwritten NCF DSCR(4):
1.42x
 
1.12x
 
Underwritten NOI Debt Yield:
8.3%
 
7.2%
 
Underwritten NCF Debt Yield:
8.2%
 
7.1%
 
         
         
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
39

 
 
 
777 South Broad Street
Philadelphia, PA 19147
 
Collateral Asset Summary
777 South Broad
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$52,500,000
68.5%
1.42x
8.3%
 
Unit Mix Summary(1)(2)
Unit Type
# of Units
% of Total
Occupied Units
Occupancy
Average Unit Size
(Sq. Ft.)
Average Monthly Rental Rate
Average Monthly Rental Rate PSF
1 Bed / 1.5 Bath
14
 
9.6%
 
14
 
100.0%
 
873
 
$2,178
 
$2.47
1 Bed / 1.5 Bath / Den
6
 
4.1%
 
6
 
100.0%
 
975
 
$2,202
 
$2.26
2 Bed / 2 Bath
108
 
74.0%
 
100
 
92.6%
 
1,099
 
$2,570
 
$2.34
2 Bed / 2 Bath / Den
2
 
1.4%
 
2
 
100.0%
 
1,400
 
$3,453
 
$2.47
2 Bed / 2.5 Bath
16
 
11.0%
 
16
 
100.0%
 
1,306
 
$3,094
 
$2.36
Total / Wtd. Avg.
146
 
100.0%
 
138
 
94.5%
 
1,109
 
$2,608
 
$2.35
(1)  
Based on a rent roll dated October 31, 2012.
(2)  
Unit mix excludes commercial space.  The 777 South Broad Property contains 18,839 sq. ft. of commercial space that is 100% leased to five tenants.
 
The Loan.  The 777 South Broad loan (the “777 South Broad Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 146 unit Class A, mid-rise multifamily property with ground floor commercial space located at 777 South Broad Street in Philadelphia, Pennsylvania (the “777 South Broad Property”) with an original principal balance of $52.5 million. The 777 South Broad Loan has a 10-year term and after an initial three-year interest only period, amortizes on a 30-year schedule. The 777 South Broad Loan accrues interest at a fixed rate equal to 4.0105% and has a cut-off date balance of $52.5 million. Loan proceeds along with a $7.75 million mezzanine loan were used to retire existing debt of approximately $54.8 million, fund reserves, pay closing costs and return approximately $3.3 million of equity to the borrower.  Based on the appraised value of $76.6 million as of November 1, 2012, the cut-off date LTV is 68.5% based on the Mortgage Loan and 78.7% based on the Total Debt, with remaining implied equity of approximately $16.4 million. The most recent prior financing of the 777 South Broad Property was not included in a securitization.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total   
Loan Amount
$52,500,000
87.1%
 
Loan Payoff
$54,752,885
90.9%   
    Mezzanine Loan
$7,750,000
12.9%
 
Reserves
$1,170,758
1.9%   
       
Closing Costs
$986,254
1.6%   
       
Return of Equity
$3,340,102
5.5%   
Total Sources
$60,250,000
100.0%
 
Total Uses
$60,250,000
100.0%   
 
The Borrower / Sponsor.    The borrower, 777 South Broad Street Associates, L.P., is a single purpose Pennsylvania limited partnership structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Carl E. Dranoff.
 
Carl E. Dranoff is the president and founder of Dranoff Properties, a full-service real estate company specializing in designing, constructing, managing, and owning core urban residential properties.  Dranoff Properties is based in Philadelphia and is relocating its corporate headquarters to the 777 South Broad Property (anticipated December 2012).  Dranoff Properties’ current portfolio consists of eight luxury apartment buildings and development projects in and around Philadelphia, Pennsylvania and Camden, New Jersey, including Symphony House, a 31-story high-rise condominium building constructed in 2007 and located approximately three blocks north of the 777 South Broad Property.  Mr. Dranoff has over 30 years of experience in multifamily and mixed-use development and ownership.
 
The Property.  The 777 South Broad Property is a newly developed Class A, LEED Silver-certified multifamily property with condominium-quality finishes and amenities, constructed by the sponsor in 2010 and containing 146 multifamily units and 18,839 sq. ft. of ground floor commercial space.  The 777 South Broad Property is located on South Broad Street in central Philadelphia, three blocks south of the Philadelphia subway system’s Lombard South station and Center City, Philadelphia’s commercial and cultural hub.  Broad Street is a 13-mile north-south arterial bisected by Philadelphia’s City Hall, which is less than one mile north of the 777 South Broad Property. According to the sponsor, the 777 South Broad Property’s tenancy is primarily comprised of young medical and business professionals who benefit from the close proximity to Center City / Philadelphia Central Business District, as well as 30th Street Station, the second busiest Amtrak station the U.S., serving more than 3.6 million passengers annually.  Approximately 55% of Center City residents who work in the CBD walk to work.
 
As of October 31, 2012, the multifamily units at the 777 South Broad Property were 94.5% leased.  The 777 South Broad Property’s residential units are designed as one and two bedroom lofts ranging in size from 832 sq. ft. to 1,404 sq. ft.  Each unit features 10’ ceilings with floor to ceiling windows, high-end kitchen appliances and bathroom fixtures, in-unit full-sized stacked washer/dryers, either
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
40

 
 
 
777 South Broad Street
Philadelphia, PA 19147
 
Collateral Asset Summary
777 South Broad
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$52,500,000
68.5%
1.42x
8.3%
 
a balcony or bay window, and on-floor storage lockers. Building amenities include a 24-hour staffed front desk, web-based concierge service, state-of-the-art fitness center, roof deck with hot tub, outdoor theater, dining and lounging areas, fully-equipped conference room, two function rooms with a bar and kitchen available for private events, hospitality suite available for rent to accommodate overnight guests, complimentary bicycle access, a bicycle storage room, and pet-friendly features.  Additionally, the 777 South Broad Property features a secure, gated parking lot including 42 covered parking spaces and 149 surface spaces, with each unit being allocated one parking space.
 
As of October 31, 2012, the commercial space was 100.0% leased to five tenants (10.5% of NRA, 13.4% of U/W Base Rent).  The largest commercial tenant is Dranoff Properties (3.8% of total NRA; 4.9% of U/W Base Rent; lease expiration June 2022), a borrower affiliate and the property manager, which is relocating its corporate headquarters to the 777 South Broad Property.  Additional commercial tenants include two restaurants, a salon, and a T-Mobile store.
 
Environmental Matters. The Phase I environmental report dated October 25, 2012 recommended no further action at the 777 South Broad Property.
 
The Market.     The Philadelphia-Camden-Wilmington Metropolitan Statistical Area is the sixth largest metropolitan area in the United States, with a population of almost six million.  Center City is the central point of the Greater Philadelphia metropolitan area for business, government and cultural activities.  Center City has a diverse economic base containing demand generators ranging from education and medicine to retail, cultural, and entertainment.  Major employers include the City of Philadelphia, School Board of Philadelphia, University of Pennsylvania, Temple University, two major medical schools and three major hospitals.  Additionally, the Navy Yard, a 1,200 acre historic urban redevelopment that is home to over 120 companies and 10,000 employees in the office, industrial, manufacturing, and research and development sectors, is located approximately three miles south on South Broad Street from the 777 South Broad Property.
 
The Center City residential submarket contains almost 180,000 residents and over 15,000 apartment units.  Historical multifamily occupancy in the Center City submarket has been 6.0% or less since 2003 and, as of 2Q 2012, was 2.7%.  Class A product in the City Center submarket has maintained vacancy rates of less than 7.0% since 2003, and vacancy has steadily decreased since 2007 to 2.9% currently.  Monthly asking rents for Class A units in the submarket averaged $2,028 in 2Q 2012.  Due to its recent, high-quality construction and location, the appraiser utilized a luxury competitive set with a weighted average rent of $2,713 and concluded a weighted average market rent for the 777 South Broad Property of $2,653.  The 777 South Broad Property’s in-place rent of $2,608 is slightly below the appraiser’s conclusion.  The properties in the competitive set had occupancies ranging from 96% to 99% and the appraiser’s concluded occupancy for the 777 South Broad Property was 95%, in-line with its current occupancy of 94.5%.
 
 
Competitive Set(1)
Name
777 South Broad
 
1500 Locust
Pepper Building
The St. James
Riverloft
Edgewater(2)
Domus(3)
Distance from Subject
NAP
 
<1.0 mile
1.0 mile
1.4 miles
2.0 miles
2.0 miles
2.5 miles
Year Built / Renovated
2010 / NAP
 
1975 / 2011
1926 / 2009
2004 / NAP
NAV / 2001
2007 / NAP
2007 / NAP
Total Occupancy
94.5%
 
98%
96%
98%
98%
97%
99%
No. of Units
146
 
612
185
304
184
290
290
Average Unit Size (SF)
1,109
 
878
820
1,294
1,068
1,049
1,138
Average Rent/Unit
$2,608
 
$2,522
$2,312
$3,859
$2,430
$2,333
$2,729
LEED Certification
Silver
 
No
No
No
No
No
No
(1)  
Source: Appraisal
(2)  
Average Unit Size (SF) for Edgewater excludes two penthouse units for which unit size was not available.
(3)  
Average Rent/Unit for Domus based on the average of the rent per unit type.  Detailed unit mix containing number of units per type was not available.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
41

 
 
 
777 South Broad Street
Philadelphia, PA 19147
 
Collateral Asset Summary
777 South Broad
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$52,500,000
68.5%
1.42x
8.3%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2011
T-12 9/30/2012
U/W
U/W per Unit(1)
Gross Potential Rent – Multifamily(2)
 $3,326,123
 $4,003,168
 $4,571,420
$31,311.10   
Commercial Income(2)
 304,296
 358,941
 709,301
$4,858.23   
Total Other Income
428,192
464,835
500,312
$3,426.79   
Less: Vacancy & Credit Loss(3)
 0
 0
 (384,245)
(2,631.82)   
Effective Gross Income
$4,058,611
$4,826,943
$5,396,788
$36,964.30   
Total Operating Expenses(4)
1,044,187
1,118,514
1,064,663
7,292.21   
Net Operating Income
$3,014,424
$3,708,430
$4,332,125
$29,672.09   
Capital Expenditures
0
0
43,404
297.29   
Net Cash Flow
 $3,014,424
 $3,708,430
 $4,288,721
$29,374.80   
         
(1)  
U/W per Unit figures based on 146 multifamily units, excluding 18,839 sq. ft. of ground floor commercial space.
(2)  
U/W Gross Potential Rent - Multifamily is based on the trailing 3-month period ending August 31, 2012 and U/W Commercial Income based on the commercial rent roll as of October 31, 2012.  Due to its recent construction, the 777 South Broad Property has been in a lease-up period since opening in 2010.  The trailing 3-month period represents stabilized operations.
(3)  
U/W Vacancy for the residential units is based on the vacancy and collection loss for the trailing 3-month period ending August 31, 2012, which equates to 7.5% economic vacancy.  The current economic vacancy for the residential units as of October 2012 was 5.6%.  U/W Vacancy for the commercial space is based on 5% of commercial income.  The commercial space is currently 100% leased.
(4)  
U/W Total Operating Expenses include average real estate taxes through the term of the loan equal to $131,400.  The 777 South Broad Property benefits from a real estate tax abatement that for the first eight years of the loan term, reduces tax expenses from approximately $383,000 to $63,975.  The NCF Debt Yield based on the U/W NCF with the full tax expense of approximately $383,000 and the balloon balance of the Mortgage Loan is 8.9%.
 
Property Management.    The 777 South Broad Property is managed by Dranoff Properties Inc., a borrower affiliate which is relocating its headquarters to the 777 South Broad Property upon completion of the build-out for their space.
 
Lockbox / Cash Management.    The 777 South Broad Loan is structured with a soft lockbox and in place cash management. All excess cash will be swept into a lender controlled account upon (i) an event of default or (ii) if the debt service coverage ratio after the end of the trailing 12-month period is less than 1.05x, and will end if the debt service coverage ratio after the end of the trailing 12-month period is greater than 1.05x for two consecutive calendar quarters.
 
Initial Reserves.    At closing, the borrower deposited (i) $64,167 into a tax reserve account, (ii) $122,953 into an insurance reserve account, and (iii) $733,639 into the owed TI reserve for owed tenant improvements related to the Dranoff Properties, Inc. lease and the Chinamoto, LLC lease.
 
Additionally, the borrower deposited $250,000 into a B2 Salon (0.8% of NRA, 1.3% of U/W Base Rent) reserve due to the bankruptcy filing of the tenant.  Funds in this reserve represent approximately $167 PSF for the B2 Salon space, almost four times the U/W Base Rent of $45.00 PSF.  Funds are available to be used for leasing costs associated with the space in the event that the lease is terminated.  If the B2 Salon lease is affirmed, the 777 South Broad Loan documents provide for release of $125,000 to the borrower.  If the tenant remains in occupancy, open for business, and paying rent for twelve months after the lease is affirmed, the remaining $125,000 shall be released to the borrower.
 
Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) $5,833 into a tax reserve account, (ii) $13,661 into a insurance reserve account, (iii) $2,433 into a residential replacement reserve account, (iv) $237 into a commercial replacement reserve account, and (iv) $947 into a TI/LC reserve account.  The TI/LC reserve and capital expenditure reserve related to the commercial space are subject to a cap equal to three years of collection, or $34,092 for the TI/LC reserve and $8,523 for the capital expenditure reserve related to the commercial space.
 
Current Mezzanine or Subordinate Indebtedness.    A $7.75 million mezzanine loan was funded at closing by Malkin Strategic Capital VI L.P.  The mezzanine loan is co-terminus with the 777 South Broad Loan and accrues interest at a rate of 10.25%.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
42

 
 
 
777 South Broad Street
Philadelphia, PA 19147
 
Collateral Asset Summary
777 South Broad
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$52,500,000
68.5%
1.42x
8.3%
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
43

 
 
1 Lincoln Road
Miami Beach, FL 33139
Collateral Asset Summary
Ritz-Carlton South Beach Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,945,684
71.3%
1.52x
8.3%
 
Mortgage Loan Information   Property Information
Loan Seller:
GACC
   
Single Asset / Portfolio:
Single Asset
Credit Estimate (Fitch/Moodys)
AAA/A-
   
Property Type:
Other Leased Fee
Loan Purpose:
Refinance
   
Collateral:
Fee Simple
Sponsor:
Alfredo Lowenstein
   
Location:
Miami Beach, FL
Borrower:
Di Lido Beach Hotel Corporation
 
Year Built / Renovated(3):
NAP
Original Balance:
$35,000,000
   
Square Feet:
162,874
Cut-off Date Balance:
$34,945,684
   
Property Management(4):
NAP
% by Initial UPB:
-.-%
     
Underwritten NOI:
$2,895,694
Interest Rate:
3.5800%
     
Underwritten NCF:
$2,895,694
Payment Date:
6th of each month
   
Appraised Value:
$49,000,000
First Payment Date:
December 6, 2012
   
Appraisal Date:
September 24, 2012
Maturity Date:
November 6, 2022
       
Amortization:
360 months
    Historical NOI(5)
Additional Debt:
None
     
2012 NOI:
$2,452,358 (December 31, 2012)
Call Protection:
L(25), D(88), O(7)
   
2011 NOI:
$2,371,848 (December 31, 2011)
Lockbox / Cash Management:
Hard / In Place
   
2010 NOI:
$2,345,041 (December 31, 2010)
         
2009 NOI:
$2,302,710 (December 31, 2009)
Reserves(1)      
 
Initial
 
Monthly   
 
Historical Occupancy(6)
Taxes:
$0
 
Springing   
 
Current Occupancy:
NAP
Insurance:
$0
 
Springing   
 
2011 Occupancy:
NAP
Common Charges Funds:
$0
 
Springing   
 
2010 Occupancy:
NAP
         
2009 Occupancy:
NAP
Financial Information  
(1)   See “Initial Reserves” and “Ongoing Reserves” herein.
(2)   Based on the 375-room Ritz-Carlton hotel, the Cut-off Date Balance and Balloon Balance per room are $93,188 and $72,991, respectively.
(3)   The improvements on the land were originally constructed in 1953 and renovated in 2003 and 2012.
(4)   The Ritz-Carlton Hotel Company, L.L.C. is the hotel manager.
(5)   Historical NOI represents the contractual ground rent payments under the ground lease.
(6)   Historical Occupancy for the hotel was 76.7% in 2009, 78.4% in 2010, 80.6% in 2011 and 82.5% as of the July 2012 trailing-12 occupancy.
Cut-off Date Balance / Sq. Ft.(2):
 
$215
   
Balloon Balance / Sq. Ft.(2):
 
$168
   
Cut-off Date LTV:
 
71.3%
   
Balloon LTV:
 
55.9%
   
Underwritten NOI DSCR:
 
1.52x
   
Underwritten NCF DSCR:
 
1.52x
   
Underwritten NOI Debt Yield:
 
8.3%
   
Underwritten NCF Debt Yield:
 
8.3%
   
           
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
44

 
 
1 Lincoln Road
Miami Beach, FL 33139
Collateral Asset Summary
Ritz-Carlton South Beach Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,945,684
71.3%
1.52x
8.3%
 
Historical Occupancy, ADR, RevPAR(1)
 
Ritz-Carlton South Beach Hotel(2)
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2009
76.7%
$347.19
$266.30
59.1%
$300.25
$177.44
129.8%
115.6%
150.1%
2010
78.4%
$360.39
$282.44
66.6%
$300.91
$200.32
117.7%
119.8%
141.0%
2011
80.6%
$401.76
$324.02
73.2%
$314.26
$230.11
110.1%
127.8%
140.8%
T-12 July 2012
82.5%
$413.11
$340.63
73.2%
$323.30
$236.81
112.6%
127.8%
143.8%
(1)
Source: Industry Research Report
(2)
The Ritz-Carlton South Beach Hotel is not collateral for the Ritz-Carlton Property.
 
Primary Competitive Set(1)
Property
# of Rooms
Year Opened
Meeting Space
(Sq. Ft.)
2011
Occupancy
2011 ADR
2011 RevPAR
Ritz-Carlton South Beach Hotel(2)
375
2004
17,793
80.6%
$401.76
$324.02
Delano Hotel
194
1995
1,100
64.0%
$499.00
$319.65
Shore Club Hotel
308
1947
1,500
62.0%
$292.00
$181.33
Loews Miami Beach Hotel
790
1998
65,000
82.0%
$294.00
$240.49
Mandarin Oriental Miami
326
2000
15,000
71.0%
$312.00
$221.52
Four Seasons Hotel Miami
221
2003
14,800
70.0%
$276.00
$194.03
W Hotel South Beach
318
2009
6,000
85.0%
$507.00
$430.44
Ritz-Carlton Key Biscayne Miami
402
2001
30,000
77.0%
$355.00
$274.77
(1)
Source: Industry Research Report; Appraisal
(2)
The Ritz-Carlton South Beach Hotel is not collateral for the Ritz-Carlton Property.

The Ritz-Carlton South Beach Leased Fee loan (the “Ritz-Carlton Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 3.74 acre parcel of land (162,874 sq. ft.) located at 1 Lincoln Road in Miami Beach, Florida (the “Ritz-Carlton Property”) with an original principal balance of $35.0 million. The Ritz-Carlton Loan has a 10-year term and amortizes on a 30-year schedule. The Ritz-Carlton Loan accrues interest at a fixed rate equal to 3.5800% and has a cut-off date balance of approximately $34.9 million. Loan proceeds were used to retire existing debt of approximately $23.0 million and fund closing costs, giving the borrower a return of equity of approximately $11.7 million. Based on the “As-is” leased fee appraised value of $49.0 million as of September 24, 2012, the cut-off date LTV is 71.3% and the remaining implied equity is approximately $14.1 million. The most recent financing of the Ritz-Carlton Loan was included in the COMM 2003-LB1A securitization.

Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total   
Loan Amount
$35,000,000
100.0%
 
Loan Payoff
$22,986,149
65.7%
       
Closing Costs
$337,784
  1.0%
       
Borrower Return of Equity
$11,676,067
33.4%
Total Sources
$35,000,000
100.0%
 
Total Uses
$35,000,000
100.0% 

The Borrower / Sponsor.    The borrower, Di Lido Beach Hotel Corporation, is a single purpose Florida corporation structured to be bankruptcy-remote, with one independent director in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Alfredo Lowenstein.

Alfredo Lowenstein is the owner and executive manager of Lionstone Development, Inc., which currently owns and manages over 2,500 hotel rooms. Alfredo Lowenstein has been investing, developing and operating various types of real estate since 1971 including hotels, restaurant, and shopping centers.

The Property. The Ritz-Carlton Property is a 162,874 square foot (3.74 acre) parcel of land located in Miami Beach, Florida.  The site is improved with the original Di Lido Hotel, which was acquired by the sponsor in the 1970s and operated as an independent hotel until 1999. In 1999 the hotel was gut renovated at a cost of approximately $180.0 million and reopened in 2003 as the 375-room Ritz Carlton hotel. The Ritz-Carlton hotel consists of a three-story structure that includes the main entrance and lobby, meeting space and the hotel lounge, with the guestrooms located within an 11-story tower and two four-story buildings. The guestrooms are in the final stages of a $10.3 million ($27,467 per room) renovation which is scheduled to be completed by year-end 2012.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
45

 
 
1 Lincoln Road
Miami Beach, FL 33139
Collateral Asset Summary
Ritz-Carlton South Beach Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,945,684
71.3%
1.52x
8.3%
 
The land is subject to a long-term ground lease that expires September 9, 2128. The ground lease had an initial 1999 base rent of $2,000,000, payable quarterly in advance. Beginning in 2005, the annual base rent adjusts each year based on the CPI adjustment rate. The 2013 ground lease payment is estimated to be $2,525,928. The ground lessee under the ground lease is Di Lido Beach Resort, Ltd., a Florida limited partnership (“Ground Lessee”), which is jointly controlled by entities controlled by sponsor (the “Lionstone Entities”) and Flag Di Lido Operating Corp., a Florida corporation (the “Flag Entities”).  Pursuant to the limited partnership agreement of the Ground Lessee, certain material actions by Ground Lessee require the joint approval of both the Lionstone Entities and the Flag Entities. In addition, the hotel is a single unit of a larger three-unit condominium project. The other two condominium components represent retail spaces along Collins Avenue and Lincoln Road, which are not collateral for the Ritz-Carlton Loan. The hotel unit represents 99% of the common interest of all unit owners and effectively controls the condominium board. All of the rights of the hotel unit have been assigned by the borrower to Ground Lessee, and all responsibilities of the hotel unit have been assumed by the Ground Lessee pursuant to the terms of the ground lease.

The sponsor has covenanted that (to the extent the sponsor has such power) the Lionstone Entities shall, among other things, (i) not agree to approve certain actions of Ground Lessee (including the approval of directors under the condominium regime or taking any material actions under the condominium regime) without the written consent of lender, (ii) cause the Ground Lessee to comply with the provisions of the ground lease, (iii) not cause the Ground Lessee to transfer its interest under the ground lease, (iv) not cause the Ground Lessee to exercise its right of first refusal to purchase the Ritz-Carlton Property under the ground lease, (v) not cause the sale of the Ground Lessee’s business, and (vi) not  allow the Ground Lessee to cause borrower to take or fail to take any action that would cause borrower to be in default under the loan.  Losses occurring as a result of any of the forgoing, or caused by any reduction in the rents paid under the ground lease due to an action by the borrower, the sponsor or any of the Lionstone Entities, shall be recourse to the borrower and the sponsor.

Historical Ground Lease Payments
2004
2005
2006
2007
2008
2009
2010
2011
2012
$2,000,000
$2,070,461
$2,142,005
$2,184,282
$2,278,341
$2,302,710
$2,345,041
$2,371,848
$2,452,358
 
Proforma Ground Lease Payments (1)
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
$2,525,928
$2,601,706
$2,679,757
$2,760,150
$2,842,955
$2,928,243
$3,016,091
$3,106,573
$3,199,771
$3,295,764
(1)
Assumes 3% annual CPI adjustments off the 2013 proforma ground lease payment of $2,525,928.

Environmental Matters. The Phase I environmental report dated November 12, 2012 recommended a limited subsurface investigation to test surrounding groundwater in connection with a dry cleaning machine, and to test underground storage tanks in connection with an emergency generator. Both tests were satisfactory and no further action is necessary.

The Market.     The Ritz-Carlton Property is located within the Historic Art Deco District and represents one of the premier beachfront locations in Miami Beach. The Miami metropolitan statistical area (“Miami MSA”) is the largest metropolitan area in the Southeastern United States. The Ritz-Carlton Property is located approximately 10 miles from Miami International Airport and from the Port of Miami, both of which are among the nation’s largest ports of entry.  Miami Beach is the largest submarket in Miami in terms of visitors, with over 40% of all visitors to the region. The hotel market has experienced increased demand since 2010.  The tourist industry remains the top industry for Greater Miami and the Miami Beaches, and in 2010 the Greater Miami and Miami Beaches ranked among the top four of the top 25 US hotel markets in occupancy, ADR and RevPAR. As of Q2 2012, RevPAR grew by 7.1% and ADR increased by approximately 5.9% compared to Q2 2011.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
46

 
 
1 Lincoln Road
Miami Beach, FL 33139
Collateral Asset Summary
Ritz-Carlton South Beach Leased Fee
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,945,684
71.3%
1.52x
8.3%
 
Cash Flow Analysis.

Cash Flow Analysis
 
12/31/2010
12/31/2011
12/31/2012
U/W
U/W PSF    
 Base Rent(1)
$2,345,041
$2,371,848
$2,452,358
$2,895,694
$17.78    
 Value of Vacant Space
0
0
0
0
0.00    
 Gross Potential Rent
$2,345,041
$2,371,848
$2,452,358
$2,895,694
$17.78    
 Total Recoveries
0
0
0
0
0.00    
 Total Other Income
0
0
0
0
0.00    
 Less: Vacancy
0
0
0
0
0.00    
 Effective Gross Income
$2,345,041
$2,371,848
$2,452,358
$2,895,694
$17.78    
 Total Operating Expenses
0
0
0
0
0.00    
 Net Operating Income
$2,345,041
$2,371,848
$2,452,358
$2,895,694
$17.78    
 TI/LC
0
0
0
0
0.00    
 Capital Expenditures
0
0
0
0
0.00    
 Net Cash Flow
$2,345,041
$2,371,848
$2,452,358
$2,895,694
$17.78    
           
(1)
U/W Base Rent represents the average annual ground lease payment over the term of the Ritz-Carlton Loan. The future ground lease payments are estimated based on annual CPI increase of 3% each year.

Property Management.    None for the Ritz-Carlton Property. The hotel is managed by the Ritz-Carlton Hotel Company, L.L.C.

Lockbox / Cash Management.    The Ritz-Carlton Loan is structured with a hard lockbox and in place cash management. All ground lease payments will be deposited into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed during each interest period of the loan term in accordance with the loan documents.

Additionally, all excess cash will be swept into a lender controlled account upon an event of default or if the debt service coverage ratio for the trailing 12-month period is less than 1.10x on the last day of the calendar quarter.

Initial Reserves.    None.

Ongoing Reserves.   The payment of real estate taxes, insurance premiums and any charges due under the condominium regime are required to be paid by the Ground Lessee under the ground lease. The borrower will be required to make monthly deposits of (i) 1/12 of the annual real estate taxes into the tax reserve account, (ii) 1/12 of the annual insurance premiums into the insurance reserve account, and (iii) 1/12 of the lender estimated annual common charges into the common charges account if (a) the ground lease expires or is terminated, or (b) with respect to the (1) tax reserve account, the taxes have not been paid in accordance with the ground lease, (2) insurance reserve account, insurance is not maintained in accordance with the ground lease, and (3) common charges account, the borrower does not provide evidence that common charge payments are made on time.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
47

 
 
2000 Kubach Road
Philadelphia, PA 19116
Collateral Asset Summary
Vanguard Data Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,000,000
52.3%
1.95x
13.1%
               
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Acquisition
 
Property Type:
Data Center Office
Sponsor:
Carter/Validus Operating Partnership, LP
 
Collateral:
Fee Simple
Borrower:
DC-2000 Kubach Road, LP
 
Location:
Philadelphia, PA
Original Balance:
$34,000,000
 
Year Built / Renovated:
1993 / 2003
Cut-off Date Balance:
$34,000,000
 
Total Sq. Ft.:
121,000
% by Initial UPB:
-.-%
 
Property Management:
Carter Validus Real Estate
Interest Rate:
4.1250%
   
Management Services, LLC
Payment Date:
6th of each month
 
Underwritten NOI:
$4,442,906
First Payment Date:
January 6, 2013
 
Underwritten NCF:
$4,253,068
Maturity Date:
December 6, 2017
 
Appraised Value:
$65,000,000
Amortization:
300 months
 
Appraisal Date:
October 5, 2012
Additional Debt:
None
     
Call Protection:
L(24), D(32), O(4)
 
Historical NOI
Lockbox / Cash Management:
Hard / In Place
 
TTM NOI:
$4,317,715 (T-12 June 30, 2012)
         
2011 NOI:
$4,264,410 (December 31, 2011)
Reserves(1)
 
2010 NOI:
$4,160,400 (December 31, 2010)
 
Initial
 
Monthly  
 
2009 NOI:
$4,058,927 (December 31, 2009)
Taxes:
$0
 
Springing  
     
Insurance:
$0
 
Springing  
 
Historical Occupancy
TI/LC:
$0
 
Springing  
 
Current Occupancy:
100.0% (December 6, 2012)
Required Repairs:
$1,000,000
 
NAP  
 
2011 Occupancy:
100.0% (December 31, 2011)
BBKP Realty Trust:
$0
 
Springing  
 
2010 Occupancy:
100.0% (December 31, 2010)
         
2009 Occupancy:
100.0% (December 31, 2009)
Financial Information
 
(1)
See “Initial Reserves” and “Ongoing Reserves” herein.
Cut-off Date Balance / Sq. Ft.:
 
$281
       
Balloon Balance / Sq. Ft.:
 
$246
       
Cut-off Date LTV:
 
52.3%
       
Balloon LTV:
 
45.8%
       
Underwritten NOI DSCR:
 
2.04x
       
Underwritten NCF DSCR:
 
1.95x
       
Underwritten NOI Debt Yield:
 
13.1%
       
Underwritten NCF Debt Yield:
 
12.5%
       
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued“ basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any indications of interest expressed by you, and any “soft circles generated by us, will not create binding contractual obligations for you or us.
 
 
48

 
 
2000 Kubach Road
Philadelphia, PA 19116
Collateral Asset Summary
Vanguard Data Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,000,000
52.3%
1.95x
13.1%
 
Tenant Summary
 
 Tenant(1)
 
Ratings
(Fitch/Moody’s/S&P)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
 BBKP Realty Trust – Data Center
NR/NR/NR
40,000
33.1%
 
$39.67
33.1%
12/31/2024
 BBKP Realty Trust – Mechanical
NR/NR/NR
36,000
29.8%
 
$39.67
29.8%
12/31/2024
 BBKP Realty Trust – Office
NR/NR/NR
35,000
28.9%
 
$39.67
28.9%
12/31/2024
 BBKP Realty Trust – Command Center
NR/NR/NR
10,000
8.3%
 
$39.67
8.3%
12/31/2024
 Total Occupied Collateral
 
121,000
100.0%
 
$39.67
100.0%
 
 Vacant
 
0
0.0%
       
 Total
 
121,000
100.0%
       
               
(1)
The original lease was signed by the Vanguard Group, Inc. in December 2002, and in March 2003 was assigned to BBKP Realty Trust, a wholly-owned subsidiary of the Vanguard Group, Inc. The original lease expired December 31, 2012, but in June 2012 was extended for 12 years through December 2024.  The Vanguard Group, Inc. remains financially obligated to fund the lease.
 
Lease Rollover Schedule
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
Per Sq. Ft.
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2012
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2013
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2014
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2015
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2016
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2017
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2018
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2019
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2020
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2021
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
2022
0
0
0.0%
0
0.0%
$0.00
0.0%
0.0% 
Thereafter
1
121,000
100.0%
121,000
100.0%
$39.67
100.0%
100.0%
Vacant
NAP
0
0.0%
121,000
100.0%
NAP
NAP
 
Total / Wtd. Avg.
1
121,000
100.0%
   
$39.67
100.0%
 
                 
 
The Loan.    The Vanguard Data Center loan (the “Vanguard Data Center Loan) is a fixed rate loan secured by the borrower’s fee simple interest in the 121,000 sq. ft. office and data center located at 2000 Kubach Road in Philadelphia, Pennsylvania (the “Vanguard Data Center Property”) with an original principal balance of $34.0 million. The Vanguard Data Center Loan has a five-year term and amortizes on a 25-year schedule. The Vanguard Data Center Loan accrues interest at a fixed rate equal to 4.1250% and has a cut-off date balance of $34.0 million. Loan proceeds, along with approximately $35.3 million in sponsor equity, were used to acquire the Vanguard Data Center Property for $65.0 million. Based on the appraised value of $65.0 million as of October 5, 2012, the cut-off date LTV is 52.3%.  The most recent prior financing of the Vanguard Data Center Property was not included in a securitization.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$34,000,000
49.1%
 
Purchase Price
$65,000,000
93.8%
Sponsor Equity
$35,268,368
50.9%
 
Reserves
$1,000,000
1.4%
       
Closing Costs
$3,268,368
4.7%
Total Sources
$69,268,368
100.0%
 
Total Uses
$69,268,368
100.0%
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
49

 
 
2000 Kubach Road
Philadelphia, PA 19116
Collateral Asset Summary
Vanguard Data Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,000,000
52.3%
1.95x
13.1%
 
The Borrower / Sponsor.    The borrower, DC-2000 Kubach Road, LP, is a single purpose Delaware limited partnership structured to be bankruptcy-remote, with two independent managers in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Carter/Validus Operating Partnership, LP.
 
Carter/Validus Operating Partnership, LP is a subsidiary of Carter Validus Mission Critical REIT, Inc., a Maryland corporation that invests primarily in commercial real estate, with a focus on data center and medical sectors. Carter Validus Mission Critical REIT, Inc. is a subsidiary of Carter & Associates (“Carter”), which is a full service real estate firm with over 50 years of experience in development, acquisition, asset management and repositioning. Carter provides specialized site selection, brokerage services, and project management for some of the world’s largest corporations. Carter is involved in 120 data center projects comprising approximately 13.8 million sq. ft. of space. As of November 2011, the company had over 25.0 million sq. ft. under management in 14 states.
 
The Property.  The Vanguard Data Center Property consists of a 121,000 square foot office building and data center located in the northeastern section of Philadelphia, Pennsylvania, approximately 13 miles northeast of Center City Philadelphia. The Vanguard Data Center Property consists of four components, the data center space (40,000 sq. ft., 33.1% NRA), mechanical space (36,000 sq. ft., 29.8% NRA), office (35,000 sq. ft., 28.9% NRA) and command center (10,000 sq. ft., 8.3% NRA). Originally constructed in 1993, the Vanguard Data Center Property underwent a $10 million ($83 PSF) renovation in 2003 in order to serve as the Vanguard Group, Inc.’s disaster recovery facility. The Vanguard Group, Inc. headquarters are located approximately 30 miles to the west in Valley Forge, Pennsylvania, and the Vanguard Data Center Property is the only mirror site where Vanguard can run its operations entirely. Approximately 60% of the office space is utilized daily, with the remaining 40% left for emergency use. Since the renovation in 2003, Vanguard has invested approximately $9.9 million into the Vanguard Data Center Property and has planned a roofing system upgrade for an additional $1.0 million, which amount was reserved at closing.  As of December 6, 2012, the Vanguard Data Center Property is 100% occupied. Additionally, there are 168 surface parking spaces for a ratio of 1.40 spaces per 1,000 sq. ft.
 
Environmental Matters. The Phase I environmental report dated October 19, 2012 recommended tightness testing to be performed on an underground storage tank. The tightness testing is in the process of being performed.
 
Major Tenant.    
BBKP Realty Trust (121,000 sq. ft., 100.0% of NRA, 100.0% of U/W Base Rent).  BBKP Realty Trust (“BBKP”) is a wholly-owned subsidiary of the Vanguard Group, Inc. (“Vanguard”) that exists to manage real estate assets of Vanguard. Vanguard is a privately owned investment and mutual fund management firm with over $1.65 trillion of assets under management as of year-end 2011. According to Lipper Inc., 81% of Vanguard funds outperformed the average annual returns of their peer funds in 2011. Vanguard signed its lease at the Vanguard Data Center Property in December 2002. In March 2003, Vanguard exercised its right to assign the lease to BBKP, which accepted the assignment but did not assume the lease. In July 2012, BBKP subleased the space back to Vanguard through December 31, 2024. Vanguard remains financially obligated to pay rent under the lease. Vanguard has two five-year extension options, with 12 months prior notice. During the first extension option, rent will increase 2% each year and during the second extension option, rent will be equal to the market rate. Vanguard has no termination options.
 
The Market.    
 
The Vanguard Data Center Property is located in the northeast portion of the Philadelphia metropolitan statistical area (“Philadelphia MSA”). The Philadelphia MSA is the fifth largest metropolitan region in the nation. The region is home to 12 Fortune 500 companies, four of which are located in the city of Philadelphia. Amongst private employers in the region, the Vanguard Group is the ninth largest in the Philadelphia MSA. As of July 2012, the unemployment rate in the Philadelphia region was approximately 9.2%.
 
The appraiser analyzed both market and data center space within the Philadelphia region to determine a market rent for the Vanguard Data Center Property. Philadelphia ranks seventh nationally in total office inventory and contains approximately 132.0 million sq. ft., with an overall vacancy level of 14.9% as of Q2 2012. The appraiser identified 24 competitive Class A and Class B office properties, all of which are located within a two-mile radius from the Vanguard Data Center Property. The comparable properties ranged in size from approximately 10,000 to 61,500 square feet. Only two of the comparables were Class A properties, similar to the office space at the Vanguard Data Center Property. The Class A space comparables had a weighted average vacancy rate of 13.5% and asking rents ranging from $13.00-$14.75 PSF NNN. Based on the comparable data and leasing within the market, the appraiser determined a market rent of $14.00 PSF for office space at the Vanguard Data Center Property.
 
The northeastern region of the U.S. consists primarily of three markets: New York, New Jersey and Philadelphia. The region has approximately 176 data center facilities totaling approximately 5.5 million sq. ft. of data center space. The Pennsylvania market is comprised of 19 existing data center facilities with a gross building area of approximately 943,000 sq. ft., of which approximately 497,000 sq. ft. is used for data center space.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
50

 
 
2000 Kubach Road
Philadelphia, PA 19116
Collateral Asset Summary
Vanguard Data Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,000,000
52.3%
1.95x
13.1%
 
Turn-key data centers consist of fully conditioned data space, with the landlord owning and operating the equipment. Rental rates for turn-key space can vary based on the infrastructure of the building, the availability of power in the building and the cost of power in the market (power is one of the greatest components of occupancy expense for data center tenants). As the marketplace for these types of tenants is specialized, there are few buildings with adequate infrastructure, including power and cooling capacity in a given market. The appraiser identified 14 wholesale data centers comprising 24 leases signed within the past two years. The appraiser determined a market rent for data center space at the Vanguard Data Center Property of $115.20 PSF.
 
Based on the appraiser’s determination of market rent for each office and data center space, the overall market rent for the Vanguard Data Center Property is $43.20 PSF.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
12/31/2009
12/31/2010
12/31/2011
T-12 6/30/2012
U/W
U/W PSF
 Base Rent(1)
$4,058,927
$4,160,400
$4,264,410
$4,317,715
$4,800,000
$39.67    
 Rent Step(2)
0
0
0
0
151,693
1.25    
 Gross Potential Rent
$4,058,927
$4,160,400
$4,264,410
$4,317,715
$4,951,693
$40.92    
 Total Recoveries
             0
             0
             0
            0
0
0.00    
 Less: Vacancy(3)
             0
             0
             0
            0
        (371,377)
(3.07)    
 Effective Gross Income
$4,058,927
$4,160,400
$4,264,410
$4,317,715
$4,580,316
$37.85    
 Total Operating Expenses(4)
             0
             0
             0
            0
137,409
1.14    
 Net Operating Income
$4,058,927
$4,160,400
$4,264,410
$4,317,715
$4,442,906
$36.72    
 TI/LC
0
0
0
0
             165,638
1.37    
 Capital Expenditures
0
0
0
0
24,200
0.20    
 Net Cash Flow
$4,058,927
$4,160,400
$4,264,410
$4,317,715
 $4,253,068
$35.15    
(1)  
The U/W Base Rent reflects the lease rate that will begin January 1, 2013. Base rent increases 2% annually through December 31, 2024.
(2)  
U/W Rent Step reflects the average rent increase through 2017.
(3)  
U/W Vacancy represents 7.5% of gross income.
(4)  
Vanguard is obligated to pay all operating expenses (including taxes and insurance) under its NNN lease.
 
Property Management.    The Vanguard Data Center Property is managed by Carter Validus Real Estate Management Services, LLC, a borrower affiliate.
 
Lockbox / Cash Management.    The Vanguard Data Center Loan is structured with a hard lockbox and in place cash management. The borrower sent a tenant direction letter to the tenant instructing it to deposit all rents and other payments directly into the lockbox account controlled by the lender. All funds in the lockbox account are required to be swept daily to a cash management account under the control of the lender and disbursed in accordance with the Vanguard Data Center Loan documents.
 
Additionally, all excess cash will be swept into a lender controlled account (i) upon an event of default, (ii) if the DSCR for the trailing 12-month period is less than 1.25x on the last day of the calendar quarter (which cash sweep event will end if the DSCR is 1.30x or greater for two consecutive calendar quarters), and (iii) for so long as a Lease Sweep Period (as defined herein) exists.
 
A “Lease Sweep Period” will commence upon the earliest to occur of (i) any cancelation of the BBKP lease, (ii) BBKP goes dark at all or substantially all of its space, (iii) the occurrence of a default by BBKP under the BBKP lease, or (iv) a bankruptcy or insolvency by BBKP, Vanguard or any direct or indirect parent.
 
Initial Reserves.    At closing, the borrower deposited $1,000,000 into the required repairs reserve for planned roof repairs, which BBKP must perform prior to December 31, 2013.
 
Ongoing Reserves.    BBKP is required to pay all tax and insurance expenses pursuant to its NNN lease. If the payments are not made on a timely basis, the borrower will be required to deposit 1/12 of the estimated annual real estate taxes into a tax reserve account and 1/12 of the estimated insurance premiums into an insurance reserve account.  The borrower is required to deposit any sums, fees or expenses resulting from (i) a modification of the BBKP lease, (ii) any settlement of claims in connection with the BBKP
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
51

 
 
2000 Kubach Road
Philadelphia, PA 19116
Collateral Asset Summary
Vanguard Data Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$34,000,000
52.3%
1.95x
13.1%
  
lease, (iii) any termination or cancellation payment of the BBKP lease, or (iv) any sublet or holdover rent. In addition, during a Lease Sweep Period, all excess cash will be deposited into the lease sweep reserve.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.     None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
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