FWP 1 fwp.htm FREE WRITING PROSPECTUS Unassociated Document
 
 
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-172143-06
     
 

September 19, 2012  
 
 
FREE WRITING PROSPECTUS
 
     
 
COLLATERAL TERM SHEET
 
     
 
COMM 2012-CCRE3
 
     
       
       
       
 
Deutsche Mortgage & Asset Receiving Corporation
 
 
Depositor
 
     
 
Cantor Commercial Real Estate Lending, L.P.
 
 
German American Capital Corporation
 
 
Ladder Capital Finance LLC
 
 
Sponsors and Mortgage Loan Sellers
 
       
       
       
       
       
       
       
       
       
       
       
       
       
       
 
Deutsche Bank Securities
Cantor Fitzgerald & Co.
 
     
 
Joint Bookrunning Managers and Co-Lead Managers
 
       
   CastleOak Securities, L.P.     RBS  
 
Co-Managers
 
     
     
     
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.
 
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., CastleOak Securities, L.P., and RBS Securities Inc. (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-CCRE3 (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.
 
 
 

 
 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
(GRAPHIC)
 
 

 
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.
 
 
B-1

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset (Two Buildings)
Loan Purpose:
Refinance
 
Property Type:
CBD Office
Sponsor:
Alex Sapir; Rotem Rosen
 
Collateral:
Fee Simple
Borrower:
260-261 Madison Avenue LLC
 
Location:
New York, NY
Original Balance(1):
$126,000,000
 
Year Built / Renovated:
1951, 1953 / 2009
Cut-off Date Balance(1):
$126,000,000
 
Total Sq. Ft.:
923,277
% by Initial UPB:
-.-%
 
Property Management:
ASRR Management, LLC
Interest Rate:
4.9870%
 
Underwritten NOI:
$23,657,812
Payment Date:
11th of each month
 
Underwritten NCF:
$22,002,948
First Payment Date:
July 11, 2012
 
Appraised Value:
$460,000,000
Maturity Date:
June 11, 2022
 
Appraisal Date:
June 1, 2012
Amortization:
Interest Only
     
Additional Debt(1):
$105,000,000 Pari Passu Debt
 
Historical NOI
Call Protection:
L(28), D(88), O(4)
 
2011 NOI:
$19,714,765 (December 31, 2011)
Lockbox / Cash Management:
Hard / In Place
 
2010 NOI:
$22,643,675 (December 31, 2010)
     
2009 NOI:
$21,655,382 (December 31, 2009)
Reserves(2)
     
 
Initial
Monthly 
 
Historical Occupancy(9)
Taxes:
$0
$764,725  
 
Current Occupancy(10):
89.6% (July 1, 2012)
Insurance:
$0
Springing  
 
2011 Occupancy:
84.5% (December 31, 2011)
Replacement:
$0
$22,491  
 
2010 Occupancy:
89.1% (December 31, 2010)
TI/LC(3):
$2,000,000
$153,880  
 
2009 Occupancy:
89.6% (December 31, 2009)
Required Repairs:
$34,100
NAP  
 
(1)       The Original Balance and Cut-off Date Balance of $126.0 million represent the A-1 Note of a $231.0 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the A-2 Note in the original principal amount of $105.0 million.
(2)       See “Initial Reserves” and “Ongoing Reserves” herein.
(3)       Capped at $4,000,000. In the event that occupancy is greater than 90%, the cap will be reduced to $3,000,000 and any TI/LC Reserve balance in excess of such cap will be disbursed to borrower.
(4)       The Coca-Cola Reserve, WeWork Reserve and BEM Reserve were collected to fund tenant improvements, leasing commissions and free rent owed in connection with recent leases executed at the 260 and 261 Madison Avenue Property to Coca-Cola Company, WeWork and Black Enterprises Magazine.
(5)       New Lease Reserve may be used to cover tenant improvements, leasing commissions and free rent incurred in connection with approved new leasing at the 260 and 261 Madison Avenue Property.
(6)       Based on all outstanding free rent owed to McLaughlin & Stern in connection with the tenant’s lease renewal and expansion that was executed in May 2010.
(7)       Approximately 110% of the estimated costs required to complete lobby renovations at both buildings comprising the 260 and 261 Madison Avenue Property.
(8)       DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Cut-off Date principal balance of $231.0 million.
(9)       Historical Occupancy figures are based on average occupancy percentages for the trailing 12 month period as of the date shown. Since 1995, the 260 and 261 Madison Avenue Property has maintained an average occupancy of approximately 90%.
(10)     Current Occupancy includes tenants with executed leases that are not yet in occupancy.
 
 
Coca-Cola Reserve(4):
$6,730,577
$0  
 
WeWork Reserve(4):
$5,204,649
$0  
 
BEM Reserve(4):
$4,091,684
$0  
 
New Lease Reserve(5):
$2,546,867
$0  
 
McLaughlin & Stern Free Rent
  $1,411,967
  $0  
 
Reserve(6):
 
Lobby Renovation Reserve(7):
$1,158,482
$0  
 
Major Tenant Sweep Reserve:
$0
Springing  
 
       
Financial Information(8)
 
Cut-off Date Balance / Sq. Ft.:
$250
   
Balloon Balance / Sq. Ft.:
$250
   
Cut-off Date LTV:
50.2%
   
Balloon LTV:
50.2%
   
Underwritten NOI DSCR:
2.03x
   
Underwritten NCF DSCR:
1.88x
   
Underwritten NOI Debt Yield:
10.2%
   
Underwritten NCF Debt Yield:
9.5%
   
       
       
       
       
       
       
 
 
 
 
 
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.
 
 
B-2

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
Tenant Summary
                 
 
Tenant
Ratings
(Fitch/Moody's/S&P)(1)
Building
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
Office Tenants
               
McLaughlin & Stern(2)
NR/NR/NR
260 Madison
108,977
11.8%
 
$35.69
10.0%
12/31/2021
Primedia, Inc. 
NR/NR/NR
261 Madison
71,000
7.7%
 
$37.67
6.9%
11/30/2017
(USI & Simplicity Pattern Subleases)(3)                
Hanesbrands, Inc.(4)
NR/B1/BB-
260 Madison
54,659
5.9%
 
$36.43
5.1%
4/30/2013
The Solomon-Page Group
NR/NR/NR
260 Madison
50,334
5.5%
 
$53.00
6.9%
10/31/2018
Coca-Cola Company(5)
A+/Aa3/A+
260 Madison
50,462
5.5%
 
$44.76
5.8%
10/31/2022
Trustees of AFTRA Health & Retirement Funds
NR/NR/NR
261 Madison
47,514
5.1%
 
$55.00
6.7%
10/31/2024
Total Major Office Tenants
   
382,946
41.5%
 
$42.03
41.5%
 
Remaining Office Tenants
   
362,500
39.3%
 
$47.36
44.2%
 
Total Occupied Office
   
745,446
80.7%
 
$44.62
85.7%
 
Vacant Office
   
94,313
10.2%
       
Total Office
   
839,759
91.0%
       
                 
Retail Tenants
               
Signature Bank
NR/NR/NR
261 Madison
10,000
1.1%
 
$80.77
2.1%
8/31/2015
JPMorgan Chase
(Duane Reade Sublease)(6)
A+/A2/A
(NR/A3/A)
260 Madison
9,060
1.0%
 
$98.73
2.3%
12/31/2018
JPMorgan Chase
A+/A2/A
260 Madison
6,617
0.7%
 
$159.87
2.7%
11/15/2020
Staples(7)
BBB/Baa2/BBB
261 Madison
4,978
0.5%
 
$105.49
1.4%
12/31/2012
Bon Jour, Inc.
NR/NR/NR
260 Madison
2,728
0.3%
 
$96.90
0.7%
5/17/2016
FedEx
NR/Baa1/BBB
261 Madison
1,536
0.2%
 
$175.00
0.7%
4/30/2013
A&D Shoe Repair
NR/NR/NR
260 Madison
712
0.1%
 
$32.04
0.1%
MTM
Total Occupied Retail
   
35,631
3.9%
 
$107.80
9.9%
 
Vacant Retail
   
1,400
0.2%
       
Total Retail
   
37,031
4.0%
       
                 
Parking Tenants
               
Regal Parking (d/b/a Icon Parking Systems)
NR/NR/NR
260 Madison
29,339
3.2%
 
$42.81
3.2%
11/30/2020
Affiliated Parking (d/b/a Icon Parking Systems)
NR/NR/NR
261 Madison
17,148
1.9%
 
$53.68
2.4%
11/30/2020
Total Parking
   
46,487
5.0%
 
$46.82
5.6%
 
                 
Total Collateral Sq. Ft.
   
923,277
100.0%
       
                 
(1)
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)
McLaughlin & Stern has a rolling termination option to terminate its lease with respect to its entire premises, or any number of full floors of its premises, at any time from January 1, 2018 through December 31, 2020 with 12 months prior notice and a termination penalty consisting of payment of unamortized tenant improvement allowance and leasing commissions plus (i) in the event that the termination is for less than the entire premises, one full year of base rent for the terminated space or (ii) in the event that the termination is for the entire premises, one half of the remaining rent for the term of the lease as if no previous floors have been terminated less any termination payments already paid.  The loan is structured with on-going TI/LC reserves as well as cash flow sweeps for a Major Tenant Sweep Period as defined in “Lockbox / Cash Management” herein.
(3)
The Primedia, Inc. space has been subleased to USI (47,700 sq. ft.) and Simplicity Pattern (23,300 sq. ft.).  U/W Base Rent PSF is based on the Primedia, Inc. rents.
(4)
Hanesbrands, Inc. space is currently leased to Sara Lee Intimate Apparel (6th floor at 260 Madison Avenue, 33,208 sq. ft.) and Bali Company (14th floor at 260 Madison Avenue, 21,451 sq. ft.), which both now operate under Hanesbrands, Inc.  For the purposes of the Major Tenant Vacating Event as described herein, each such tenant currently does not constitute a Major Tenant as the leases are to different entities.  If the leases are consolidated into one lease under Hanesbrands, Inc., Hanesbrands, Inc. would be considered a Major Tenant.
(5)
Coca-Cola Company has a termination option effective on the 7th anniversary of rent commencement (estimated to be July 1, 2020) with 12 months prior notice and a termination payment equal to the unamortized free rent, tenant improvement allowance and leasing commissions paid in connection with the Coca-Cola lease.  The loan is structured with on-going TI/LC reserves as well as cash flow sweeps for a Major Tenant Sweep Period as defined in “Lockbox / Cash Management” herein.  Coca-Cola Company is not yet in occupancy and has not commenced rent payments.  The loan is structured with a free rent reserve to cover free rent periods associated with the Coca-Cola Company lease. In the event that the borrower is unable to deliver the space to the tenant on or before January 19, 2013, the tenant has the right to terminate the lease.  The loan is structured with (i) a guaranty of payment for $24.6 million by the Sponsors in the event that Coca-Cola Company exercises its termination right due to borrower’s failure to deliver the space and (ii) a cash flow sweep associated with the termination.  See “Lockbox / Cash Management” herein.
(6)
The JPMorgan Chase space was subleased to Duane Reade in 2009.  U/W Base Rent PSF for this space is based on the JPMorgan Chase average rents over the JPMorgan Chase lease term.  The JPMorgan Chase subleased space is underwritten at $98.73 PSF as compared to a market rent of $132.78 PSF based on the appraisal.
(7)
The lease expiration for Staples reflects the exercise of an early termination option within Staples’ lease.  The borrower received a $250,000 (approximately $50 PSF) termination payment from Staples.  Staples U/W Base Rent PSF is below the appraisal’s concluded retail rents.
 
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.
 
 
B-3

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
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)
2
5,854
0.6%
5,854
0.6%
$3.90
0.1%
0.1%
2012
2
10,228
1.1%
16,082
1.7%
$76.86
2.0%
2.1%
2013
4
60,670
6.6%
76,752
8.3%
$37.25
5.8%
7.9%
2014
1
7,797
0.8%
84,549
9.2%
$43.06
0.9%
8.8%
2015
3
20,450
2.2%
104,999
11.4%
$62.31
3.3%
12.1%
2016
2
5,361
0.6%
110,360
12.0%
$67.91
0.9%
13.0%
2017
9
124,752
13.5%
235,112
25.5%
$44.17
14.2%
27.2%
2018
5
92,802
10.1%
327,914
35.5%
$62.37
14.9%
42.1%
2019
4
50,098
5.4%
378,012
40.9%
$42.75
5.5%
47.6%
2020
3
53,104
5.8%
431,116
46.7%
$60.91
8.3%
56.0%
2021
2
125,077
13.5%
556,193
60.2%
$35.87
11.6%
67.5%
2022
5
93,935
10.2%
650,128
70.4%
$40.97
9.9%
77.5%
Thereafter
6
177,436
19.2%
827,564
89.6%
$49.30
22.5%
100.0%
Vacant
NAP
95,713
 10.4%
923,277
 100.0%
NAP
NAP
 
Total / Wtd. Avg.
48
923,277
100.0%
   
$46.88
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.
(2)
MTM includes a 712 sq. ft. retail tenant paying $32.04 PSF and an office tenant which is currently occupying 5,142 sq. ft. on a portion of the 14th floor (such office income was excluded from U/W Base Rent).
 
The Loan.    The 260 and 261 Madison Avenue loan (the “260 and 261 Madison Avenue Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in two Midtown Manhattan office buildings totaling 923,277 sq. ft. located at 260 and 261 Madison Avenue in New York, New York (the “260 and 261 Madison Avenue Property”) with an original principal balance of $126.0 million.  The 260 and 261 Madison Avenue Loan of $126.0 million represents the controlling A-1 Note of a $231.0 million whole loan that is evidenced by two pari passu notes.  Only the $126.0 million controlling A-1 Note will be included in the COMM 2012-CCRE3 trust.  The non-controlling A-2 Note, with an original balance of $105.0 million, was securitized in the COMM 2012-CCRE2 transaction.  The 260 and 261 Madison Avenue Loan has a 10-year term and interest only payments for the term of the loan.  The 260 and 261 Madison Avenue Loan accrues interest at a fixed rate equal to 4.9870% and has a cut-off date balance of $126.0 million.  Loan proceeds were used to, among other things, retire existing debt of approximately $192.7 million, fund upfront reserves of $23.2 million and return $5.2 million of equity to the borrower.  Based on the appraised value of $460.0 million as of June 1, 2012, the cut-off date LTV is 50.2% with remaining implied equity of $229.0 million.  The most recent prior financing of the 260 and 261 Madison Avenue Property was held by MetLife Insurance Company and the financing prior to that was included in the WBCMT 2004-WHALE 3 transaction.

The relationship between the holders of the A-1 Note and the A-2 Note will be governed by an intercreditor agreement.  See “Description of the Mortgage Pool – Loan Combinations – The 260 and 261 Madison Avenue Loan Combination” in the accompanying Free Writing Prospectus.
 
             
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$231,000,000
100.0%
 
Loan Payoff
$192,739,826
83.4%
       
Upfront Reserves
$23,178,326
10.0%
       
Closing Costs(1)
$9,884,987
4.3%
       
Return of Equity
$5,196,860
2.2%
Total Sources
$231,000,000
100.0%
 
Total Uses
$231,000,000
100.0%
(1)
Closing Costs consist of approximately $4.6 million for the upcoming tax payment collected at closing, approximately $2.5 million for mortgage recording taxes and approximately $2.7 million of other customary closing costs.
 
The Borrower / Sponsor.    The borrower, 260-261 Madison Avenue 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 are Alex Sapir and Rotem Rosen, jointly and severally (collectively, the “Guarantors” or “Sponsors”).
 
 
 
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.
 
 
B-4

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
Alex Sapir and Rotem Rosen are partners in ASRR, LLC, a real estate management company which provides asset management services for  the Sapir Organization, a privately held, New York-based real estate holding and development firm led by Alex Sapir, which originally purchased the property in 1996. The Sapir Organization’s real estate portfolio consists of approximately 7.0 million sq. ft. of Manhattan commercial and residential space including 11 Madison Avenue, 2 Broadway, Trump Soho Hotel Condominium, and two residential buildings, 50 Murray Street and 53 Park Place.
 
The Property. The 260 and 261 Madison Avenue Property is located in New York, New York on Madison Avenue between 38th and 39th Streets.  260 Madison Avenue is located on the west side of Madison Avenue while 261 Madison Avenue is located on the east side of the street.  Constructed in 1951 and 1953, the 260 and 261 Madison Avenue Property is comprised of two Class B+ office buildings each with ground floor retail and below grade parking garages.  The collateral includes 839,759 sq. ft. of office space, 37,031 sq. ft. of retail space, and 46,487 sq. ft. of parking garage space.  As of July 1, 2012, the 260 and 261 Madison Avenue Property is 89.6% leased, which consists of an 88.8% office occupancy, 96.2% retail occupancy and 100.0% parking occupancy.  Since 1995, the 260 and 261 Madison Avenue Property has maintained an average occupancy of approximately 90%.  The lobbies of both 260 Madison Avenue and 261 Madison Avenue are currently undergoing a renovation for a total cost of approximately $1.6 million.  Approximately $1.2 million of loan proceeds, estimated to be approximately 110% of the total costs remaining to complete both lobbies, were held back at closing.
 
The 260 and 261 Madison Avenue Property includes the following buildings:
 
260 Madison Avenue - 22-story, Class B+, 538,332 sq. ft. office building with 488,476 sq. ft. of office space, 20,517 sq. ft. of retail space and an additional 29,339 sq. ft. of parking garage space.  The property was built in 1951 and is 89.9% occupied.
 
261 Madison Avenue - 28-story, Class B+, 384,945 sq. ft. office building with 351,283 sq. ft. of office space, 16,514 sq. ft. of retail space and an additional 17,148 sq. ft. of parking garage space.  The property was built in 1953 and is 89.2% occupied.
 
The 260 and 261 Madison Avenue Property has leases representing no more than 13.5% of the Total NRA or 14.9% of the Total U/W Base Rent expiring in any year.  In addition, only 12.0% of the Total NRA and 13.0% of the Total U/W Base Rent expire prior to 2017.  The 260 and 261 Madison Avenue Property has exhibited positive recent leasing momentum with nine new leases and two renewals executed or commencing in 2012.  Below is a summary of the recent leases at the property:
             
Recent Leasing Schedule
Tenant
New / Renewal
Building
Sq. Ft.
Annual U/W
Base Rent PSF
Lease Term (Years)
Lease Expiration
McLaughlin & Stern
Renewal (Expansion)
260 Madison
108,977
$35.69
10.0
12/31/2021
Coca-Cola Company
New
260 Madison
50,462
$44.76
10.0
10/31/2022
WeWork
New
261 Madison
43,874
$42.00
15.8
4/30/2028
Black Enterprises Magazine
New
260 Madison
26,549
$43.34
10.4
5/31/2023
AKAM Associates
New
260 Madison
22,881
$39.27
10.7
9/30/2022
Forum Personnel, Inc.
Renewal
260 Madison
16,100
$37.08
9.0
5/31/2021
Arik Eshel, CPA & Associates
New
260 Madison
14,078
$30.00
10.0
1/15/2022
Ziruale Construction, Inc.
New
261 Madison
5,645
$60.93
7.0
6/3/2019
Prominence Décor
New
260 Madison
3,714
$40.00
10.1
5/31/2022
The Transportation Group
New
261 Madison
3,402
$43.13
5.3
5/31/2017
Gusy van der Zandt
New
261 Madison
2,800
$43.05
10.3
5/31/2022
Total / Wtd. Avg.
   
298,482
$39.60
10.8
 
             
 
Environmental Matters. The Phase I environmental report dated June 8, 2012 recommended no further action at the 260 and 261 Madison Avenue Property, other than the development and implementation of an asbestos operations and maintenance program, which the borrower agreed to institute, and the registration of an above ground storage tank, which the borrower agreed to register.
 
Major Tenants.
 
McLaughlin & Stern (108,977 sq. ft., 11.8% of NRA, 10.0% of Annual U/W Base Rent)
 
 
 
 
 
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.
 
 
B-5

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
McLaughlin & Stern, LLP (“McLaughlin & Stern”), a law firm established in 1898, provides a diverse range of legal services to businesses and individuals, with particular expertise in 18 various fields including corporate and securities, litigation, real estate, intellectual property and healthcare.  260 Madison Avenue is the firm’s headquarters and only location in New York City.  McLaughlin & Stern has been a tenant at 260 Madison Avenue since 1996 when the tenant occupied only one floor of approximately 16,000 sq. ft.   Since then, McLaughlin & Stern has expanded five times into its current eight floors of space, leasing an additional approximately 92,000 sq. ft.
 
Primedia, Inc. (71,000 sq. ft., 7.7% of NRA, 6.9% of Annual U/W Base Rent)
Primedia Inc. (“Primedia”) is a privately held American media company fully owned by TPG Capital (formerly Texas Pacific Group).  Primedia helps millions of consumers find apartments, houses for rent, and new homes for sale through its Internet, mobile, and print products.  Brands include Apartment Guide, ApartmentGuide.com, Rentals.com, and New Home Guide.  In May 2012, Primedia acquired Rent.com from eBay for $145 million.  TPG Capital is a large global private equity investment firm focused on leveraged buyout, growth capital and leveraged recapitalization investments in distressed companies and turnaround situations.  TPG Capital purchased Primedia for $525 million in 2011.  Primedia has been a tenant since May 2006.  The Primedia space is fully subleased to USI (47,700 sq. ft.) and Simplicity Pattern (23,300 sq. ft.).
 
Hanesbrands, Inc. (54,659 sq. ft., 5.9% of NRA, 5.1% of Annual U/W Base Rent)
Hanesbrands Inc. (NYSE:HBI) (“Hanes”), based in Winston-Salem, North Carolina, is a global consumer goods company that has been in business for more than a century and manufactures and sells apparel essentials including t-shirts, bras, underwear, socks, hosiery, casualwear and activewear.  Hanes, which was spun off from the Sara Lee Corporation in 2006, has approximately 50,000 employees and reported net income for 2011 of approximately $266.7 million, $55.4 million higher than the reported net income in 2010 of approximately $211.3 million.  Hanes has a market capitalization of approximately $2.9 billion as of July 2012.
 
The Market.  
  
Midtown Manhattan Office Market
Midtown Manhattan is the largest office market in the country, containing 241.5 million sq. ft. within its 11 major submarkets.  Specifically, the 260 and 261 Madison Avenue Property is located in the Grand Central District, Midtown’s largest submarket containing 59.7 million sq. ft. of office space.   
 
Murray Hill Office Subdistrict
The 260 and 261 Madison Avenue Property is located in the Murray Hill subdistrict, one of three subdistricts within Midtown Manhattan’s Grand Central District.  As of first quarter 2012, these three office subdistricts contained a total of approximately 45.2 million sq. ft. of Class A office space and approximately 14.5 million sq. ft. of Class B office space.  The 260 and 261 Madison Avenue Property competes with both Class A and Class B buildings.  Within the Murray Hill subdistrict, the average Class A and Class B direct rental rates as of first quarter 2012 were $51.97 PSF and $42.54 PSF, respectively.  The average in-place rents at the 260 and 261 Madison Avenue Property fall between the average Class A and Class B rents for the Murray Hill subdistrict.  The appraisal concluded an effective occupancy rate of 95%.  The average Grand Central district direct vacancy rate including all three subdistricts was 8.7% for Class A space and 5.4% for Class B space.  The Murray Hill subdistrict's vacancy rate is 5.4% for Class A space and 4.1% for Class B space.
 
Retail Market
The comparable retail leases contained in the appraisal range from $136.50 – $187.17 PSF. The appraiser concluded market rents of $175.00 PSF for Madison Avenue ground floor corner space, $75.00 PSF for side street midblock space and $50.00 PSF for below-grade space.  The 260 and 261 Madison Avenue Property’s in-place U/W Base Rent for retail space of $107.80 PSF is below the appraiser’s blended conclusion of $131.97 PSF based on the corner, midblock and below grade rental assumptions above.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-6

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
The following table compares the 260 and 261 Madison Avenue Property to direct competitors in the Murray Hill subdistrict.
 
Summary of Comparable Office Properties(1)
Building
Year Built
Height (Stories)
Size (Sq. Ft.)
Total Occupancy %
(Direct)
Direct Asking Rents PSF
260 and 261 Madison Avenue
1951, 1953
22, 28
923,277
89.6%
$45.00 – $60.00
200 Madison Avenue
1925
26
553,144
100.0%
NAV
270 Madison Avenue
1923, 1999
20
198,563
100.0%
NAV
275 Madison Avenue
1931
43
295,000
89.1%
$70.00 – $80.00
285 Madison Avenue
1926
25
371,284
100.0%
NAV
286 Madison Avenue
1918
23
111,977
95.0%
$50.00
292 Madison Avenue
1923
26
178,097
93.8%
$47.00
295 Madison Avenue
1929
47
237,366
93.5%
$45.00 – $48.00
317 Madison Avenue
1922
23
306,200
80.5%
$45.00
Total / Wtd. Avg.
     
94.5%
$45.00 – $80.00
           
(1)
Source: Appraisal
 
Cash Flow Analysis.
             
Cash Flow Analysis
 
2009
2010
2011
U/W
U/W PSF
  
Base Rent(1)
$34,264,599
$35,658,673
$33,796,346
$38,799,845
$42.02
   
Value of Vacant Space
0
0
0
4,551,960
4.93
 
Gross Potential Rent
$34,264,599
$35,658,673
$33,796,346
$43,351,805
$46.95
 
Total Recoveries
3,916,794
5,180,435
4,877,118
4,886,531
5.29
 
Total Other Income(2)
895,928
871,052
782,010
843,419
0.91
 
Less: Vacancy(3)
             0
             0
             0
        (4,551,960)
(4.93)
 
Effective Gross Income(4)(5)   
$39,077,321
$41,710,160
$39,455,475
$44,529,796
$48.23
 
Total Operating Expenses
17,421,939
19,066,485
19,740,709
20,871,984
22.61
 
Net Operating Income
$21,655,382
$22,643,675
$19,714,765
$23,657,812
$25.62
 
TI/LC
0
0
0
1,384,916
1.50
 
Capital Expenditures
0
0
0
269,948
0.29
 
Net Cash Flow
$21,655,382
$22,643,675
$19,714,765
 $22,002,948
$23.83
 
(1)
U/W Base Rent includes $789,144 in contractual step rent through September 2013 and rent averaging of $307,389 for Coca-Cola Company and JPMorgan Chase.
(2)
U/W Other Income consists primarily of tenant cleaning income, sundry income and other miscellaneous income and $122,819 of percentage rent paid by HQ Global Workplaces (d/b/a Regus), in-line with actual percentage rent collections.
(3)
U/W Vacancy represents 9.4% of gross income and is underwritten based on in place economic vacancy including tenants with executed leases, but not yet in occupancy.
(4)
Effective Gross Income in 2011 decreased from 2010 largely due to 6 tenants vacating in 2010 and 2011 totaling approximately 98,500 sq. ft.
(5)
U/W Effective Gross Income is higher than historicals due to 9 new leases (including Coca-Cola Company, WeWork and Black Enterprises Magazine) signed in 2011 and 2012 totaling 173,405 sq. ft. and $7,332,795 in U/W Base Rent.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-7

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
  
Property Management.    The 260 and 261 Madison Avenue Property is managed by ASRR Management, LLC, an affiliate of the borrower.
 
Lockbox / Cash Management.    The 260 and 261 Madison Avenue 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 such account are used to pay monthly debt service payments and any reserves due under the 260 and 261 Madison Avenue Loan documents with any excess amounts remaining in such account returned to the borrower in accordance with the 260 and 261 Madison Avenue Loan documents.
 
All excess cash will be swept into a lender controlled account during (a) a Major Tenant Sweep Period (as described below), (b) a Coca-Cola Sweep Period (as described below), (c) a BEM Sweep Period (as described below) or (d) upon the occurrence of any of the following: (i) an event of default, (ii) any bankruptcy action of the borrower, Guarantors or property manager, (iii) if the debt service coverage ratio for two consecutive calendar quarters is less than 1.05x (based on 30-year amortization) until such time that the debt service coverage ratio is 1.10x (based on 30-year amortization) for two consecutive quarters, or (iv) the borrower fails to complete the lobby renovations on or before October 15, 2012.  According to the Sponsors, renovations of both lobbies were substantially completed as of August 31, 2012 with only punch list items remaining.

A “Major Tenant Sweep Period” occurs if (A) a tenant on a lease that is considered a “Major Sweep Event Lease” (defined as (i) a tenant occupying at least 50,000 sq. ft. of space at the 260 and 261 Madison Avenue Property or (ii) the tenant named The Trustees of AFTRA Health & Retirement Funds) (a) exercises a termination option, (b) fails to renew its lease prior to the date required under the lease, (c) is the subject of a bankruptcy action, (d) goes dark in its entire leased premises (including any subleased space) other than for temporary and reasonable business-related or repair-related purposes, or (e) fails to pay rent required under its lease for more than 60 days after the due date and (B) on such date, after giving effect to the event(s) described in clause (A), the DSCR at the 260 and 261 Madison Avenue Property would be less than 1.30x (based on 30-year amortization).  During a Major Tenant Sweep Period, all excess cash flow will be swept into a major tenant sweep reserve account until $50 PSF on the Major Sweep Event Lease space has been accumulated.  Any funds deposited into a major tenant sweep reserve account may be disbursed to the borrower for approved leasing expenses.
 
A “Coca-Cola Sweep Period” occurs if Coca-Cola has terminated its lease (in connection with borrower’s failure to deliver the Coca-Cola space to Coca-Cola on or before January 19, 2013).  During a Coca-Cola Sweep Period, all excess cash will be swept into the Coca-Cola reserve account until the sum of the (i) amount on deposit in the Coca-Cola reserve account and (ii) the balance of any free rent reserve attributed to Coca-Cola is equal to $24.6 million. Any funds deposited into the Coca-Cola reserve account may be disbursed to the borrower for approved leasing expenses.

A “BEM Sweep Period” occurs if both (i) Black Enterprises Magazine (“BEM”) has terminated its lease (in connection with borrower’s failure to deliver the BEM space to BEM on or before May 1, 2013) and (ii) on the date that the BEM Sweep Period is to commence, the debt yield (as defined in the loan documents and based on net cash flow) is less than 9.2%.  During a BEM Sweep Period, all excess cash will be swept into the earn-out reserve account until the BEM reserve deposit ($4,091,684) has been accumulated.  A BEM Sweep Period will end upon the earlier to occur of (i) the deposit of the BEM reserve deposit ($4,091,684) into the earn-out reserve account or (ii) the achievement of a 9.2% debt yield based on lender’s net cash flow.
 
Guaranty of Payment.    The Sponsors provided a guaranty for $24.6 million in connection with Coca-Cola’s option to terminate its lease if the borrower fails to deliver the Coca-Cola space to Coca-Cola on or before January 19, 2013.  This guaranty will terminate upon Coca-Cola accepting possession of its space or the cash flow at the 260 and 261 Madison Avenue achieving a 9.0% debt yield based on lender's net cash flow (based on tenants in occupancy and paying rent or in a free rent period with the free rent reserved).
 
Initial Reserves.    At closing, the borrower deposited (i) $2,000,000 into the TI/LC reserve account, (ii) $34,100 into the required repair reserve account, (iii) $3,282,340 to fund tenant improvement and leasing costs associated with the Coca-Cola lease, (iv) $3,448,237 to fund free rent owed to Coca-Cola (any excess free rent reserve will be released to the borrower once Coca-Cola is in possession of its space and paying unabated rent), (v) $2,413,070 to fund tenant improvement costs associated with the WeWork lease (leasing commissions of $1,255,989 were paid at closing), (vi) $1,535,590 to fund free rent owed to WeWork (any excess free rent reserve will be released to the borrower once WeWork is in possession of its space and paying unabated rent), (vii) $2,030,224 to fund tenant improvement and leasing costs associated with the Black Enterprises Magazine lease, (viii) $2,061,460 to fund free rent owed to Black Enterprises Magazine (any excess free rent reserve will be released to the borrower once Black Enterprises Magazine is in possession of its space and paying unabated rent), (ix) $2,546,867 to fund approved leasing expenses in connection with additional leasing at the property, (x) $1,411,967 to fund free rent owed to McLaughlin & Stern and (xi) $1,158,482 to fund costs associated with the lobby renovations at both buildings.
 
 
 
 
 
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.
 
 
B-8

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
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 $764,725, into a monthly tax reserve account, (ii) $22,491 into a capital expenditure account and (iii) $153,880 into a TI/LC reserve account, which amount is capped at $4,000,000.  The TI/LC reserve cap will be reduced to $3,000,000 in the event that occupancy at the 260 and 261 Madison Avenue Property is greater than 90.0%.  Monthly reserves for insurance are not required unless the borrower fails to make insurance payments or there is an event of default.
 
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.
 
 
B-9

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
260 MADISON AVENUE
 
(GRAPHIC)
 
 
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.
 
 
B-10

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
261 MADISON AVENUE
 
(GRAPHIC)
 
 
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.
 
 
B-11

 
 
260 and 261 Madison Avenue
New York, NY 10016
Collateral Asset Summary
260 and 261 Madison Avenue
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$126,000,000
50.2%
1.88x
10.2%
 
(MAP)
 
 
 
 
 
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.
 
 
B-12

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
(IMAGE)
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-13

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
Mortgage Loan Information
    Property Information
Loan Seller:
GACC; LCF
       
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
       
Property Type:
Super Regional Mall
Sponsor:
Pyramid Crossgates Company
 
Collateral:
Fee Simple
Borrower:
Crossgates Mall General Company
 
Location:
Albany, NY
 
NewCo, LLC
       
Year Built / Renovated:
1984 / 1994, 1997
Original Balance(1):
$108,000,000
       
Total Sq. Ft.:
1,696,031
Cut-off Date Balance(1):
$107,441,073
       
Total Collateral GLA(6):
1,298,620
% by Initial UPB:
-.-%
       
Property Management:
Pyramid Management Group, LLC
Interest Rate:
5.3980%
       
Underwritten NOI:
$28,553,638
Payment Date:
6th of each month
     
Underwritten NCF:
$27,227,197
First Payment Date:
June 6, 2012
       
Appraised Value:
$470,000,000
Maturity Date:
May 6, 2022
       
Appraisal Date:
March 8, 2012
Amortization:
360 months
           
Additional Debt(1):
$191,006,353 Pari Passu Debt
 
Historical NOI
Call Protection(2):
L(29), D(86), O(5)
     
TTM NOI:
$27,184,582 (T-12 January 31, 2012)
Lockbox / Cash Management:
Hard / In Place
       
2011 NOI:
$27,384,447 (December 31, 2011)
           
2010 NOI:
$28,385,633 (December 31, 2010)
Reserves(3)
 
2009 NOI:
$28,402,837 (December 31, 2009)
 
Initial
   
Monthly 
 
2008 NOI:
$32,013,448 (December 31, 2008)
Taxes:
$3,850,000
   
$550,000 
     
Insurance:
$0
    Springing   
Historical Occupancy(5)
Replacement:
$0
   
$23,666 
 
Current Occupancy(7):
90.3% (March 26, 2012)
TI/LC:
$1,863,853
   
$86,871 
 
2011 Occupancy:
91.4% (December 31, 2011)
Required Repairs:
$212,000
   
NAP 
 
2010 Occupancy:
95.0% (December 31, 2010)
           
2009 Occupancy:
94.0% (December 31, 2009)
Financial Information(4)
 
2008 Occupancy:
89.0% (December 31, 2008)
Cut-off Date Balance / Sq. Ft.(5):
$230
     
(1)       The Original Balance of $108.0 million represents the Note A-1A2 and Note A-1B2 of a $300.0 million whole loan evidenced by five pari passu notes. The pari passu companion loans are comprised of Note A-1A1, Note A-1B1 and Note A-2, with a combined original principal amount of $192.0 million. Note A-2, with an original principal amount of $120.0 million was included in the COMM 2012-CCRE1 securitization, and Note A-1A1 and Note A-1B1, with a combined original principal amount of $72.0 million, were included in the COMM 2012-CCRE2 securitization.
(2)       The Crossgates Mall Loan documents provide that, at any time after May 7, 2013 and prior to the first day of the defeasance lockout expiration period, if (i) the borrower elects to sell the Crossgates Mall Property and have the buyer assume the borrower’s obligations under the Crossgates Mall Loan and (ii) the proposed buyer is not approved by lender, then the borrower may prepay the entire Crossgates Mall Loan, subject to the payment of the greater of (i) a yield maintenance premium and (ii) 3% of the unpaid principal balance at the time of prepayment.
(3)       See “Initial Reserves” herein and “Ongoing Reserves” herein.
(4)       DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Cut-off Date Balance of $298,447,426.
(5)       Based on Total Collateral GLA of 1,298,620 sq. ft.
(6)      Total Collateral GLA excludes a 200,000 sq. ft. anchor pad (Macy’s) and a 143,676 sq. ft. vacant anchor pad, both of which are owned by an affiliate of the borrower, subject to a reciprocal easement agreement (“REA”) and excluded from the collateral for the Crossgates Mall Loan. Total Collateral GLA also excludes 53,735 sq. ft. of third floor theater space which is collateral for the Crossgates Mall Loan, but has been vacant since 2005.
(7)       Current Occupancy is 81.0% based on Total Sq. Ft. of 1,696,031.
 
Balloon Balance / Sq. Ft.(5):
$192
     
Cut-off Date LTV:
63.5%
     
Balloon LTV:
53.2%
     
Underwritten NOI DSCR:
1.41x
     
Underwritten NCF DSCR:
1.35x
     
Underwritten NOI Debt Yield:
9.6%
     
Underwritten NCF Debt Yield:
9.1%
     
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
 
 
 
 
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.
 
 
B-14

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
Anchor and Major Tenant Summary
             
% of Total
                     
   
Ratings
       
Collateral
 
Lease
 
Total Sales
    Sales PSF(3)  
Occupancy
Tenant Mix
 
(Fitch/Moodys/S&P)(1)
 
Total Sq. Ft.(2)
 
GLA(2)
 
Expiration
 
(000s)(3)
   
Cost(3)(4)
                                       
Non-Collateral Anchor Tenants
                                     
Macy’s (REA)(5)
 
NR/Baa3/BBB
 
200,000
   
NAP
   
NAP
 
$25,000
   
$125
   
NAP
 
                                       
Collateral Anchors
                                     
JCPenney
 
BB+/NR/B+
 
179,964
   
13.9%
   
   3/31/2014(6)
 
$33,786
   
$188
   
3.7%
 
Regal Crossgates 18
 
B-/B3/B+
 
100,000
   
7.7%
   
7/31/2022
 
$9,389
   
$94
   
23.3%
 
Dicks Sporting Goods
 
NR/NR/NR
 
80,000
   
6.2%
   
1/31/2025
 
$20,941
   
$262
   
7.0%
 
Best Buy(5)
 
BB+/Baa2/BB+
 
50,000
   
3.9%
   
1/31/2015
 
$72,000
   
$1,440
   
1.6%
 
Total Collateral Anchors
     
409,964
   
31.6%
       
$136,115
   
$332
   
4.4%
 
                                       
Major Tenants (>10,000 sq. ft.)
                                     
Burlington Coat Factory(7)
 
NR/Caa1/B-
 
64,582
   
5.0%
   
9/30/2014
 
$5,826
   
$90
   
13.6%
 
Forever 21
 
NR/NR/NR
 
62,858
   
4.8%
   
   1/31/2021(8)
 
$10,174
   
$162
   
11.0%
 
DSW Shoe Warehouse
 
NR/NR/NR
 
20,000
   
1.5%
   
1/31/2024
 
$6,371
   
$319
   
9.2%
 
H&M
 
NR/NR/NR
 
19,797
   
1.5%
   
  1/31/2022(9)
 
$5,098
   
$258
   
9.2%
 
Old Navy
 
BBB-/Baa3/BB+
 
15,500
   
1.2%
   
1/31/2020
 
$6,614
   
$427
   
7.2%
 
Subtotal Major Tenants
     
182,737
   
14.1%
       
$34,084
   
$187
   
10.1%
 
Remaining Majors Tenants
     
99,898
   
7.7%
       
$20,296
   
$231
   
11.9%
 
Total Major Tenants
     
282,635
   
21.8%
       
$54,380
   
$201
   
10.8%
 
                                       
In-line Tenants (<10,000 sq. ft.)
     
327,236
   
25.2%
       
$115,514
   
$401
   
14.3%
 
Apple
 
NR/NR/NR
 
6,594
   
0.5%
   
  7/31/2012(10)
 
$41,057
   
$6,226
   
1.0%
 
Total In-line Tenants
     
333,830
   
25.7%
       
$156,571
   
$532
   
10.8%
 
                                       
Restaurant / Food Court
     
43,456
   
3.3%
       
$21,825
   
$526
   
15.3%
 
Kiosk / Service Tenants
     
15,844
   
1.2%
       
$7,924
   
$502
   
20.6%
 
Specialty Leasing Tenants
     
87,326
   
6.7%
       
NAP
   
NAP
   
NAP
 
Total Occupied Collateral
     
1,173,055
   
90.3%
                       
                                       
Vacant
     
125,565
   
9.7%
                       
Total Collateral GLA
     
1,298,620
   
100.0%
                       
                                       
(1) Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)
Total Collateral GLA excludes a 200,000 sq. ft. anchor pad (Macy’s) and a 143,676 sq. ft. vacant anchor pad, both of which are owned by an affiliate of the borrower, subject to an REA and excluded from the collateral for the Crossgates Mall Loan. Total Collateral GLA also excludes 53,735 sq. ft. of third floor theater space which is collateral for the Crossgates Mall Loan, but has been vacant since 2005.
(3)
Total Sales, Sales PSF and Occupancy Cost are for tenants who have reported an entire 12 months of sales in 2011. Approximately 84.7% of total tenants at the Crossgates Mall Property reported 2011 sales, with approximately 82.5% of in-line tenants reporting 2011 sales.
(4)
Occupancy Cost excludes energy and water reimbursement.
(5) Sales figures for Macy’s and Best Buy are estimates provided by the borrower.
(6)
JCPenney has the right to terminate its lease in September 2013 with 3 months prior notice. JCPenney has been at the Crossgates Mall Property since 1984 and has seven 5-year extension options remaining. The annual rent for JCPenney is $3.72 PSF.
(7)
Burlington Coat Factory has been at the Crossgates Mall Property since 1999 and exercised its first of three 5-year extension options in 2009.  Sales have averaged $87 PSF since 2008.
(8)
Forever 21 has the right to terminate its lease with at least 2 months prior notice if sales during the period of May 2014 to April 2015 do not exceed $5,000,000. In addition, Forever 21 has one 5-year extension option remaining.
(9)
H&M has the right to terminate its lease with at least 6 months prior notice if sales during the period of November 2014 to October 2015 do not exceed $250 PSF. In addition, H&M has two 5-year extension options remaining.
(10)
 As of September 1, 2012, Apple is on a month-to-month basis and is in the process of negotiating a lease renewal with the sponsor, extending its lease to January 31, 2015.
 
 
 
 
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.
 
 
B-15

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
Lease Rollover Schedule(1)
   
# of
   
Total
     
Cumulative
       
Annual U/W
 
% U/W
 
Cumulative %
   
Leases
   
Expiring
% of Total Sq.
 
Sq. Ft.
 
Cumulative % of
 
Base Rent
 
Base Rent
 
of U/W
Year
 
Expiring
   
Sq. Ft.
Ft. Expiring
 
Expiring
 
Sq. Ft. Expiring
 
PSF
 
Rolling
 
Base Rent
Specialty Leasing(2)
 
24
   
87,326
 
6.7%
   
87,326
   
6.7%
   
$0.00
   
0.0%
   
0.0%
 
2012(3)
 
15
   
50,548
 
3.9%
   
137,874
   
10.6%
   
$33.25
   
6.3%
   
6.3%
 
2013
 
16
   
43,431
 
3.3%
   
181,305
   
14.0%
   
$35.74
   
5.8%
   
12.2%
 
2014
 
34
   
324,937
 
25.0%
   
506,242
   
39.0%
   
$15.43
   
18.9%
   
31.0%
 
2015
 
17
   
84,645
 
6.5%
   
590,887
   
45.5%
   
$32.29
   
10.3%
   
41.3%
 
2016
 
17
   
51,378
 
4.0%
   
642,265
   
49.5%
   
$44.82
   
8.7%
   
50.0%
 
2017
 
17
   
65,777
 
5.1%
   
708,042
   
54.5%
   
$46.90
   
11.6%
   
61.6%
 
2018
 
11
   
42,509
 
3.3%
   
750,551
   
57.8%
   
$31.87
   
5.1%
   
66.7%
 
2019
 
  8
   
38,472
 
3.0%
   
789,023
   
60.8%
   
$30.88
   
4.5%
   
71.2%
 
2020
 
10
   
39,543
 
3.0%
   
828,566
   
63.8%
   
$36.12
   
5.4%
   
76.5%
 
2021
 
  3
   
65,963
 
5.1%
   
894,529
   
68.9%
   
$6.99
   
1.7%
   
78.3%
 
2022
 
10
   
172,054
 
13.2%
   
1,066,583
   
82.1%
   
$25.37
   
16.4%
   
94.7%
 
Thereafter
 
  5
   
106,472
 
8.2%
   
1,173,055
   
90.3%
   
$13.20
   
5.3%
   
100.0%
 
Vacant
 
NAP   
   
125,565
 
9.7%
   
1,298,620
   
100.0%
   
NAP
   
NAP
       
Total / Wtd. Avg.
 
187   
   
1,298,620
 
100.0%
               
$22.65
   
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.
(2)
Specialty Leasing represents tenants with short-term licensing agreements of less than a year.  
(3) 2012 includes four tenants (18,923 sq. ft.) that converted to month to month after their leases expired. As of July 2012, two of the tenants (5,626 sq. ft.) remain on a month to month basis while the other two tenants (13,297 sq. ft.) have signed extended leases.
 
The Loan.  The Crossgates Mall loan (the “Crossgates Mall Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in 1,298,620 sq. ft. of leasable collateral at a Class A, super regional mall located at 1 Crossgates Mall Road in Albany, New York (the “Crossgates Mall Property”) with an original principal balance of $108.0 million. The Crossgates Mall Loan is comprised of the A-1A2 Note and the A-1B2 Note of a $300.0 million whole loan (the “Crossgates Mall Whole Loan”) that is evidenced by five pari passu notes. Only the A-1A2 Note, with an original principal amount of $78.0 million, and the A-1B2 Note, with an original principal amount of $30.0 million, will be included in the COMM 2012-CCRE3 trust. The A-2 Note, with an original principal amount of $120.0 million, was included in the COMM 2012-CCRE1 securitization, and the A-1A1 Note and the A-1B1 Note, with a combined original principal amount of $72.0 million, were included in the COMM 2012-CCRE2 securitization. The Crossgates Mall Loan has a 10-year term and amortizes on a 30-year schedule.
 
The Crossgates Mall Loan accrues interest at a fixed rate equal to 5.3980% per annum and has a cut-off date balance of approximately $107.4 million. The whole loan proceeds were used to, among other things, retire existing debt of approximately $181.1 million, giving the borrower a return of equity of approximately $110.0 million. Based on the appraised value of $470.0 million as of March 8, 2012, the cut-off date LTV of the Crossgates Mall Whole Loan is 63.5% and the remaining implied equity is $171.6 million. Prior to the securitization of the combined $72.0 million pari passu A-1A1 Note and A-1B1 Note in the COMM 2012-CCRE2 transaction, and prior to the securitization of the $120.0 million pari passu A-2 Note in the COMM 2012-CCRE1 transaction, the most recent prior financing of the Crossgates Mall Property was included in the JPMCC 2006-FL1 transaction.
 
The relationship between the holders of the A-1A1 Note, A-1A2 Note, A-1B1 Note, A-1B2 Note and A-2 Note will be governed by an intercreditor agreement to be described under “Description of the Mortgage Pool ― Loan Combinations ― The Crossgates Mall Loan Combination” in the free writing prospectus.
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-16

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
Pari Passu Note Summary
 
Original Balance
Cut-off Date Balance
          Note Holder
Controlling Piece
Note A-1A1
$52,000,000
$51,730,887
 
COMM 2012-CCRE2
Yes
Note A-1A2
$78,000,000
$77,596,331
 
COMM 2012-CCRE3
  No
Note A-1B1
$20,000,000
 $19,896,495
 
COMM 2012-CCRE2
Yes
Note A-1B2
$30,000,000
$29,844,743
 
COMM 2012-CCRE3
  No
Note A-2
$120,000,000  
$119,378,970
 
COMM 2012-CCRE1
  No
Total
$300,000,000  
$298,447,426
     
 
Sources and Uses(1)
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$300,000,000
100.0%
 
Loan Payoff
$181,090,295
60.4%
       
Reserves
$5,925,853
2.0%
       
Closing Costs
$2,951,751
1.0%
       
Return of Equity (2)
$110,032,101
36.7%
Total Sources
$300,000,000
100.0%
 
Total Uses
$300,000,000
100.0%
(1)  
Based on the Crossgates Mall Whole Loan amount.
(2)  
Return of equity includes a reimbursement of approximately $25 million for the repurchase of anchor space and redevelopment of the Dick’s Sporting Goods space.
 
The Borrower / Sponsor.    The borrower, Crossgates Mall General Company NewCo, LLC, is a special 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 Pyramid Crossgates Company, a New York general partnership (the “Crossgates Mall Sponsor”).
 
The Crossgates Mall Sponsor is approximately 65.5% owned by Robert J. Congel and Madeira Associates, and approximately 34.5% owned by other individuals and trusts, none of whom individually own more than 11% of the partnership. Madeira Associates is a New York general partnership, comprised, in part, of certain Congel family trusts.
 
The Pyramid Companies have owned and operated shopping malls in the Northeast for over 40 years, with a portfolio consisting of 17 retail properties across New York and Massachusetts producing approximately $4.0 billion in retail sales annually.
 
The Property.  The Crossgates Mall Property is a three-story, enclosed super regional shopping center located in Albany, New York, built in 1984 and renovated in 1994 and 1997. The Crossgates Mall Property has a total of 1,696,031 sq. ft., of which 1,298,620 sq. ft. is leasable collateral for the Crossgates Mall Loan. In addition to the 1,298,620 sq. ft. of leasable collateral, there is 53,735 sq. ft. of owned collateral on the third level that has been vacant since 2005 when the previous tenant, Regal Entertainment Group d/b/a Hoyt’s Cinemas, moved to the larger IMAX theater location on the northwest end of the Crossgates Mall Property. Regal Entertainment Group acquired Hoyt’s Cinemas in 2003 and now operates as Regal Crossgates 18 at the Crossgates Mall Property. The 200,000 sq. ft. Macy’s anchor space and a 143,676 sq. ft. vacant anchor space, both of which are owned by an affiliate of the borrower, are subject to an REA and excluded from the collateral. The Crossgates Mall Property is anchored by Macy’s, JCPenney, Dick’s Sporting Goods, Best Buy and a Regal Crossgates 18 IMAX theater with many national retail in-line and junior anchor retailers. The leasable collateral of the Crossgates Mall Property is 90.3% leased as of March 26, 2012 and has maintained an average occupancy of 92.8% since 2007.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-17

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
The below chart provides historical sales at the Crossgates Mall Property.
 
Historical Sales PSF(1)
 
2008
2009
2010
2011(2)
2011
National Average
JCPenney
$200
$188
$189
$188
$145
Dick’s Sporting Goods
NAP
NAP
$266
$262
$188
Best Buy(3)
$1,440
$1,400
$1,440
$1,440
$823
           
Total In-line (<10,000 sq. ft.)(4)
$503
$479
$514
$532
NAP
Apple
$3,864
$3,577
$5,334
$6,226
$5,647
Total In-line (excluding Apple)(4)
$404
$399
$394
$401
NAP
(1)  
 Historical Sales PSF is based on historical statements provided by the borrower.
(2)  
 2011 Sales PSF includes only tenants who have reported a full 12 months. Approximately 82.5% of in-line tenants reported full year 2011 sales.
(3)  
 Best Buy sales represent estimates provided by the borrower.
(4)  
 Excludes all major (>10,000 sq. ft.), restaurant and kiosk tenants.
 
Environmental Matters. The Phase I environmental report dated March 14, 2012 recommended the development and implementation of an Asbestos Operation and Maintenance (O&M) Plan at the Crossgates Mall Property. An Asbestos O&M Plan dated March 28, 2012 has been implemented.
 
The Market.     The Crossgates Mall Property is located at the junction of I-90 and I-87 (the New York Thruway).  Located in the area known as the Capital District surrounding Albany, the Crossgates Mall Property draws visitors from surrounding areas, including Central New York, the North Country, Western Massachusetts and the Hudson Valley region. The MSA is defined as Albany, Schenectady, Saratoga, Rensselaer and Schoharie Counties. The Albany unemployment rate is 8.0% as of July 2012, which is lower than the national rate due to its large government sector, as the state government is the largest employer of the MSA. Forbes Magazine listed Albany as the fourth-best metro area for jobs, mostly due to the Tech Valley initiative, which has brought in high-tech jobs and investment to the area. The University at Albany’s nanotechnology research center is expanding its space and expected to add nearly 1,300 research and science positions. The expansion of the university’s nanotech center has attracted high-tech firms and tech projects to the area, including the College of Nanoscale Science and Engineering, located 0.5 miles from the Crossgates Mall Property, Global Foundries, Intel and Vista Technology.
 
The Crossgates Mall Property is located in the Albany/Schenectady/Troy retail market. Total retail vacancy within the Albany/Schenectady/Troy retail market ended Q2 2012 at 4.7%, no change from Q1 2012. Over the past four quarters, overall vacancy has decreased, having been approximately 4.9% in Q3 2011. Retail absorption was relatively flat, with negative 21,781 sq. ft. absorbed during Q2 2012. Mall vacancy within the Albany/Schenectady/Troy retail market ended Q2 2012 at 5.2% with no new buildings having been completed within the past three years. The appraiser determined total vacancy and collection loss for the Crossgates Mall Property to be 3.0%. As per the appraisal, the Crossgates Mall Property’s primary trade area spans an area encompassing an approximate thirty mile radius around the Crossgates Mall Property and the secondary trade area is up to forty-five miles from the site given its regional accessibility and location of competitive properties. The primary trade area has a 2011 estimated population of approximately 879,508, with average household income of approximately $68,899.
 
The below chart provides a comparison of the Crossgates Mall Property and its competitive set. Colonie Center is the most direct competitor, having been recently renovated, while Latham Circle Mall and Clifton Park Center provide limited competition.  Only Colonie Center shares the direct trade area with the Crossgates Mall Property.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-18

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
Competitive Set(1)
Name
Crossgates Mall Property(2)
Colonie Center
Latham Circle Mall
Clifton Park Center
Rotterdam Square Mall
Distance from Property
NAP
2.3 miles
6.3 miles
12.8 miles
11.3 miles
Property Type
Super Regional Mall
Super Regional Mall
Regional Center
Super Regional Mall
Super Regional Mall
Owner
Pyramid Crossgates Company
Heitman Value Partners
Realty Financial Partners
DCG Development
Macerich
Year Built / Renovated
1984 / 1994, 1997
1966 / 2007
1957 / 1994
1976 / 1994
1990 / 1995
Total Occupancy(2)
81%
70%
40%
91%
84%
Size (Sq. Ft.)(2)
1,696,031
1,292,646
662,948
592,128
579,990
Anchors / Major Tenants
Macy’s, JCPenney, Dick’s Sporting Goods, Best Buy, Regal Crossgates 18
Boscov’s, Macy’s, Sears
Burlington Coat Factory,
JCPenney, Lowes Home Improvement
Boscov’s,
JCPenney, Marshalls/Home Goods
Macy’s, Kmart, Sears
(1)  
Source: Appraisal
(2)  
Total Occupancy and Size (Sq. Ft.) for the Crossgates Mall Property are based on the entire mall square footage of 1,696,031.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2009
2010
2011
T-12 1/31/2012
U/W
U/W PSF
Base Rent(1)
       $26,668,718
        $26,334,771
         $25,421,136
         $25,416,294
        $26,867,990
$20.69  
Value of Vacant Space
0
0
0
0
3,853,187
2.97  
Gross Potential Rent
        $26,668,718
        $26,334,771
         $25,421,136
         $25,416,294
        $30,721,177
$23.66  
Total Recoveries
           13,140,593
           13,158,912
            12,961,989
12,928,322
         13,474,688
10.38  
Total Other Income
          2,691,517
          3,250,799
3,209,563
3,239,892
3,050,925
2.35  
Less: Vacancy(2)
             0
             0
           0
           0
        (3,853,187)
(2.97)  
Effective Gross Income
$42,500,829
$42,744,482
$41,592,688
$41,584,508
$43,393,603
$33.42  
Total Operating Expenses
14,097,991
14,358,849
14,208,241
14,399,926
14,839,965
11.43  
Net Operating Income
$28,402,837
$28,385,633
$27,384,447
$27,184,582
$28,553,638
$21.99  
TI/LC
0
0
0
             1,042,447
0.80  
Capital Expenditures
0
0
0
283,995
0.22  
Net Cash Flow
 $28,402,837
 $28,385,633
 $27,384,447
 $27,184,582
 $27,227,197
$20.97  
             
Average Annual Rent PSF(3)
$21.85
$21.35
$21.42
     
             
(1)  
U/W Base Rent includes $298,097 in contractual step rent through March 2013.
(2)  
U/W Vacancy represents 8.2% of gross income.
(3)  
Historical Average Annual Rent PSF is based on historical operating statements and occupancy rates provided by the borrower and exclude non-collateral anchors as well as the 53,735 sq. ft. vacant theater space.
 
Property Management.    The Crossgates Mall Property is managed by Pyramid Management Group, LLC, an affiliate of the borrower.
 
Lockbox / Cash Management.    The Crossgates Mall 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 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 Crossgates Mall 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 1.125x on the last day of the calendar quarter until the debt service coverage ratio is 1.15x or greater for two consecutive calendar quarters. During a cash sweep caused solely by a low DSCR, if there is no event of default, funds will be disbursed to pay for approved budgeted operating expenses and approved extraordinary expenses after payment of debt service and reserves.
 
 
 
 
 
 
 
 
 
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.
 
 
B-19

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
Initial Reserves.    At closing, the borrower deposited (i) $3,850,000 into a tax reserve account, (ii) $1,863,853 into a TI/LC reserve account and (iii) $212,000 into a required repair 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 $550,000, into a tax reserve account, (ii) $23,666 into a capital expenditure account and (iii) $86,871 into a TI/LC reserve account. So long as (a) an acceptable blanket policy is in place and (b) the insurance premiums for the subsequent 12 months have been paid, monthly deposits of 1/12 of the annual insurance premium into an insurance reserve account will not be required.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
Partial Release. From and after 90 days from the closing of the Crossgates Mall Loan, the borrower may obtain release of one or more vacant, non-income producing parcels without any required prepayment of the Crossgates Mall Loan, so long as, among other things, the remaining property continues to comply with zoning and applicable legal requirements, the parcel being released is legally subdivided, the borrower continues to be a single purpose entity and such other conditions as more particularly set forth in the Crossgates Mall Loan documents are satisfied.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-20

 
 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
(IMAGE)
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-21

 

 
1 Crossgates Mall Road
Albany, NY 12203
Collateral Asset Summary
Crossgates Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$107,441,073
63.5%
1.35x
9.6%
 
(MAP)
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-22

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
(GRAPHIC)
 
 
 
 
 
 
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.
 
 
B-23

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
Mortgage Loan Information
 
Property Information
 
Loan Seller:
CCRE
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Acquisition
     
Property Type:
Super Regional Mall
 
 
Sponsor(1):
Star-West JV, LLC
     
Collateral:
Fee Simple
 
 
Borrower:
Star-West Solano, LLC
     
Location:
Fairfield, CA
 
 
Original Balance:
$105,000,000
     
Year Built / Renovated:
1981 / 2006, 2011
 
 
Cut-off Date Balance:
$105,000,000
     
Total Sq. Ft.:
1,046,123
 
 
% by Initial UPB:
-.-%
     
Total Collateral Sq. Ft.(5):
561,015
 
 
Interest Rate:
4.4500%
     
Property Management:
SRP Property Management LLC
 
 
Payment Date:
11th of each month
     
Underwritten NOI:
$14,567,973
 
 
First Payment Date:
August 11, 2012
     
Underwritten NCF:
$13,855,484
 
 
Maturity Date:
July 11, 2022
     
Appraised Value:
$190,000,000
 
 
Amortization:
Interest Only
     
Appraisal Date:
April 18, 2012
 
 
Additional Debt(2):
Future Mezzanine Debt Permitted
             
 
Call Protection:
L(23), YM1(90), O(7)
   
Historical NOI
 
Lockbox / Cash Management:
Hard / Springing
     
TTM NOI:
$15,071,943 (T-12 February 29, 2012)
 
               
2011 NOI:
$14,723,122 (December 31, 2011)
 
Reserves(3)
   
2010 NOI:
$14,678,693 (December 31, 2010)
 
   
Initial
 
Monthly
     
2009 NOI:
$15,002,668 (December 31, 2009)
 
 
Taxes:
$0
 
Springing
             
 
Insurance:
$0
 
Springing
   
Historical Occupancy(4)
 
Replacement:
$0
 
Springing
     
Current Occupancy(6):
89.5% (June 30, 2012)
 
 
TI/LC:
$634,040
 
Springing
     
2011 Occupancy:
87.3% (December 31, 2011)
 
 
Required Repairs:
$291,000
 
NAP
     
2010 Occupancy:
92.0% (December 31, 2010)
 
               
2009 Occupancy:
91.4% (December 31, 2009)
 
Financial Information
 
(1)
Star-West JV, LLC is a joint venture between Westfield America Limited Partnership and Starwood Capital Group. See “The Borrower / Sponsor” herein.
 
Cut-off Date Balance / Sq. Ft.(4):
 
$187
     
 
Balloon Balance / Sq. Ft.(4):
 
$187
     
(2)
See “Future Mezzanine or Subordinate Indebtedness Permitted” herein.
 
Cut-off Date LTV:
 
55.3%
     
(3)
See “Initial Reserves” and “Ongoing Reserves” herein.
 
Balloon LTV:
 
55.3%
     
(4)
Based on Total Collateral Sq. Ft. of 561,015.
 
Underwritten NOI DSCR:
 
3.08x
     
(5)
Excludes JCPenney (165,951 sq. ft.), Macy’s (156,000 sq. ft.), Sears (148,824 sq. ft.) and Sears Auto Service Center (14,333 sq. ft.), which are non-collateral anchors.
 
Underwritten NCF DSCR:
 
2.92x
       
 
Underwritten NOI Debt Yield:
 
13.9%
     
(6)
Current Occupancy is 94.4% based on Total Sq. Ft. of 1,046,123.
 
Underwritten NCF Debt Yield:
 
13.2%
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-24

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
Tenant Summary
Tenant Mix
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total
Collateral
Sq. Ft.
Lease 
Expiration
Total Sales
(000s)(2)
Sales PSF(2)
Occupancy Cost 
(% of Sales)(2)
               
Non-Collateral Anchors(3)
             
JCPenney
BB+/NR/B+
165,951
NAP
NAP
$24,040
$145
NAP
Macy’s
NR/Baa3/BBB
156,000
NAP
NAP
$38,961
$250
NAP
Sears
CCC/B3/CCC+
148,824
NAP
NAP
$21,022
$141
NAP
Sears Auto Service Center
CCC/B3/CCC+
14,333
NAP
NAP
NAP
NAP
NAP
Total Non-Collateral Anchors
 
485,108
   
$84,023
$173
 
               
Collateral Anchor Tenants
             
Edwards Cinema(4)
B-/B3/B+
62,871
11.2%
12/31/2024
$9,133
$570,813
6.1%
               
Major Tenants (> 10,000 sq. ft.)
             
Best Buy
BB+/Baa2/BB+
46,500
8.3%
1/31/2015
$31,651
$681
2.8%
Forever 21
NR/NR/NR
45,480
8.1%
12/31/2020
$6,843
$150
9.2%
The Sports Authority
NR/NR/B-
41,021
7.3%
1/31/2022
NAV
NAV
NAV
24 Hour Fitness
NR/NR/B
30,000
5.3%
6/30/2022
NAV
NAV
NAV
Old Navy
BBB-/Baa3/BB+
15,829
2.8%
4/30/2017
$4,030
$255
7.0%
Total Major Tenants
 
178,830
31.9%
 
$42,524
$238
4.3%
               
Remaining Tenants(2)
             
In-line
 
249,825
44.5%
 
$80,803
$407
14.7%
Outparcel
 
10,704
1.9%
 
3,478
$325
16.9%
Total Remaining Tenants
 
260,529
46.4%
 
$84,281
$403
14.8%
               
Total Occupied Collateral
 
502,230
89.5%
       
               
Vacant
 
58,785
10.5%
       
Total Collateral Sq. Ft.
 
561,015
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 (% of Sales) provided by the borrower as of April 30, 2012 and only include tenants who have reported sales for a minimum of 12 months.  In-line sales and occupancy cost shown above include in-line, food court and kiosk.
(3)
JCPenney, Macy’s, Sears and Sears Auto Service Center own their own stores and pay CAM to the borrower.
(4)
Shown as sales per screen.  Edwards Cinema contains a total of 16 screens.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-25

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
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
13
20,225
3.6%
20,225
3.6%
$44.36
7.0%
7.0%
2013
17
23,373
4.2%
43,598
7.8%
$37.41
6.8%
13.8%
2014
20
38,191
6.8%
81,789
14.6%
$34.61
10.3%
24.2%
2015
17
79,573
14.2%
161,362
28.8%
$23.72
14.7%
38.9%
2016
21
55,531
9.9%
216,893
38.7%
$28.56
12.4%
51.3%
2017
20
47,695
8.5%
264,588
47.2%
$34.08
12.7%
64.0%
2018
6
12,987
2.3%
277,575
49.5%
$38.75
3.9%
67.9%
2019
5
13,193
2.4%
290,768
51.8%
$36.84
3.8%
71.7%
2020
6
57,352
10.2%
348,120
62.1%
$16.41
7.4%
79.1%
2021
9
5,972
1.1%
354,092
63.1%
$138.47
6.5%
85.5%
2022
4
77,734
13.9%
431,826
77.0%
$18.99
11.5%
97.0%
Thereafter
3
70,404
12.5%
502,230
89.5%
$5.39
3.0%
100.0%
Vacant
NAP
58,785
 10.5% 
561,015
100.0%
NAP
NAP
 
Total / Wtd. Avg.(2)
141
561,015
100.0%
   
$25.50
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.
(2)
Total / Wtd. Avg. excludes non-collateral anchors JCPenney, Macy’s, Sears and Sears Auto Service Center.
 
The Loan.  The Solano Mall loan (the “Solano Mall Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 561,015 sq. ft. portion of a two-story Class A super regional mall located in Fairfield, California (“Solano Mall Property”).  The Solano Mall contains a total of 1,046,123 sq. ft. with five anchor tenants.  The Solano Mall Property includes the anchor tenant Edwards Cinema and all in-line stores.  There are four additional non-collateral anchor tenants at the mall including JCPenney, Macy’s, Sears and Sears Auto Service Center.
 
The Solano Mall Loan has an original principal balance of $105.0 million with a 10-year term and interest only payments for the term of the loan.  The Solano Mall Loan accrues interest at a fixed rate equal to 4.4500% and has a cut-off date balance of $105.0 million.  Loan proceeds along with $54.5 million of equity from the Solano Mall Sponsor were used to acquire a 90% interest in the Solano Mall Property for approximately $156.6 million.  Based on the appraised value of $190.0 million as of April 18, 2012, the cut-off date LTV is 55.3%.  The most recent prior financing of the Solano Mall Property was not included in a securitization.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$105,000,000
65.8%
 
Purchase Price
$156,600,000
98.2%
Sponsor Equity
$54,503,041
34.2%
 
Closing Costs
$1,978,001
1.2%
       
Upfront Reserves
$925,040
0.6%
Total Sources
$159,503,041
100.0%
 
Total Uses
$159,503,041
100.0%
 
The Borrower / Sponsor.  The borrower, Star-West Solano, 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 Star-West JV, LLC (the “Solano Mall Sponsor”), a joint venture controlled by Starwood Capital Group (“Starwood”).  The Solano Mall Property is part of a seven property portfolio of malls that Starwood acquired ownership of from Westfield America Limited Partnership (“Westfield”).  An affiliate controlled by Starwood, who controls the Solano Mall Sponsor and other Starwood affiliated entities and funds, owns an approximate 14% interest in the Solano Mall Sponsor. Westfield maintains a 10% interest in the Solano Mall Sponsor and the remaining ownership interests are indirectly held by sovereign wealth funds and university endowments.
 
 
 
 
 
 
 
 
 
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.
 
 
B-26

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
Starwood owns a controlling equity interest in the Solano Mall Property and is a privately held global investment firm.  Starwood was founded in 1991 and has completed over 435 transactions representing assets of over $32.0 billion as of December 31, 2011, with twelve co-mingled opportunistic funds.  Starwood is an experienced real estate investor and has invested in all commercial real estate asset classes, including approximately 14 million square feet of retail space.
 
The Solano Mall Property is managed by an entity controlled by Starwood Retail Partner, LLC (“SRP”).  SRP is a retail-focused real estate platform formed, wholly-owned, controlled and managed by Starwood to acquire, redevelop and reposition retail assets, with an aim to create long-term value for its capital partners and investors.  SRP is led by Scott Wolstein, co-founder and former chairman and CEO of Developers Diversified Realty Corporation (NYSE: DDR), a publicly traded REIT.
 
Westfield, a subsidiary of The Westfield Group, which is rated A-/A2/A- by Fitch/Moody’s/S&P, retains a 10% interest in the Solano Mall Property and holds a 50% non-controlling interest in the Solano Mall property manager.  The Westfield Group is one of the largest retail property groups by market capitalization and one of the largest entities listed on the Australian Securities Exchange.  Operating on a global platform, The Westfield Group is an internally managed, vertically integrated shopping center group, undertaking ownership, development, design property management, funds and asset management.  The Westfield Property group employs over 4,000 staff worldwide and has an interest in an investment portfolio of 118 shopping centers around the world, totaling approximately 114.1 million square feet and valued at approximately $62.7 billion as of December 31, 2011.
 
The Property.  The Solano Mall Property consists of a two-story, enclosed super regional mall containing 1,046,123 square feet of total leasable area, 561,015 sq. ft. of which is collateral for the Solano Mall Loan.  Located at the northeast quadrant of Travis Boulevard and the Interstate 80 Freeway in Fairfield, California, the Solano Mall Property was originally developed by the Hahn Company in 1981 and expanded in 1985.  Westfield purchased the Solano Mall Property in 1998 and subsequently renovated the interior common areas and façade at a total cost of $30 million in 2006.
 
As of April 30, 2012 in-line tenants that have been in occupancy and reporting sales for a minimum of 12 months reported sales of $407 PSF and an occupancy cost of 14.7%.  As of June 30, 2012, the Solano Mall Property was 89.5% occupied based on owned collateral and 94.4% occupied based on total square footage.
 
The Solano Mall Property features five anchors including Edwards Cinema (owned) and JCPenney, Macy’s, Sears and Sears Auto Service Center (non-owned and not part of collateral).  Major tenants include Best Buy, Forever 21, The Sports Authority and Old Navy.  The Solano Mall Property is occupied by 136 additional in-line tenants, none of which occupy more than 1.3% of the total owned NRA.  National in-line tenants at the Solano Mall Property include Victoria’s Secret, Buffalo Wild Wings, Red Robin, Hollister Co., Applebee’s, American Eagle Outfitters, Champs Sports, Men’s Wearhouse, Lenscrafters, Payless Shoesource, Footlocker, Aeropostale, RadioShack and AT&T Wireless.  In-line tenant sales at the Solano Mall Property have increased year over year since 2009 as shown in the table below:
 
Historical Sales PSF(1)
 
2009
2010
2011
T-12 4/30/2012
JCPenney
$139
$141
$144
$145
Macy’s
$228
$237
$249
$250
Sears
$147
$148
$143
$141
Edwards Cinema(2)
$616,625
$586,938
$541,125
$570,813
Best Buy
$660
$674
$686
$681
Forever 21
NAV
NAV
$160
$150
Old Navy
NAV
NAV
$255
$255
         
All In-line Tenants(3)
$335
$358
$384
$407
(1)
Historical Sales PSF is based on historical operating statements provided by the borrower.
(2)
Sales PSF for Edwards Cinema are shown as sales per screen.  Edwards Cinema contains a total of 16 screens.
(3)
In-line tenant sales include all tenants less than 10,000 sq. ft. who have been in occupancy and reported sales for a minimum of 12 months.  In-line, kiosk, jewelry and food court tenants are included.
 
Environmental Matters.  The Phase I environmental report dated June 8, 2012 recommended no further action at the Solano Mall Property.
 
 
 
 
 
 
 
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.
 
 
B-27

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
The Market.  The Solano Mall Property is located in Fairfield, California within Solano County, approximately 35 miles northwest of the San Francisco central business district and approximately 45 miles southwest of the Sacramento central business district.  The Solano Mall Property is easily accessed via the Interstate 80 Freeway, which extends adjacent to the Solano Mall Property along the western boundary and intersects with Interstate 680 approximately six miles southwest.  Land uses consist of primarily retail and commercial uses with some light industrial.  The Solano Mall Property trade area is driven largely by Travis Air Force Base, one of the largest Air Force installations on the West Coast located approximately 12 miles east.  The base supports 7,800 active duty personnel, 3,500 traditional reserves, 3,500 civilian employees and 10,241 dependents.  According to the appraisal, the estimated 2012 population and average household income within a 5-mile radius of the Solano Mall Property were 117,154 and $76,892, respectively.
 
The appraiser identified six comparable regional and super regional malls for the Solano Property.  The comparables have occupancies ranging from 81% to 100% with an average occupancy of 97%.  The appraiser’s competitive set compared to the Solano Mall Property is detailed below:
 
Competitive Set (1)
Name
 
Solano Mall
Property
 
Sun Valley
Shopping
Center
 
Somersville
Towne Center
 
Hilltop Mall
 
Broadway Plaza
 
Arden Fair
 
Galleria at
Roseville
Distance from Subject
 
NAP
 
20 miles S
 
21 miles SE
 
25 miles SW
 
25 miles S
 
47 miles NE
 
61 miles NE
                             
Property Type
 
Super Regional Mall
 
Regional Mall
 
Regional Mall
 
Regional Mall
 
Regional Mall
 
Regional Mall
 
Regional Mall
Year Built / Renovated
 
1981 / 2006, 2011
 
1967 / 1991
 
1966 / 2004
 
1976 / 1998
 
1951 / 1991
 
1957 / 1989
 
1986
                             
Total Occupancy(2)
 
94.4%
 
100%
 
81%
 
100%
 
100%
 
100%
 
100%
                             
Total Size (Sq. Ft.)(2)
 
1,046,123
 
1,468,427
 
592,053
 
1,225,380
 
693,688
 
413,395
 
819,221
                             
Anchors / Major Tenants
 
JCPenney, Macy’s, Sears, Edwards Cinema, Best Buy
 
Sears, JCPenney, Macy’s
 
Macy’s, Sears,
24 Hour Fitness, Marshalls
 
Sears, JCPenney, Macy’s, Wal-Mart
 
Macy’s, Nordstrom
 
Sears, Macy’s, Nordstrom, JCPenney
 
Sears, JCPenney, Macy’s, Nordstrom, H&M
(1)
Source: Appraisal
(2)
Total Occupancy and Total Size (Sq. Ft.) for the Solano Mall Property are based on the entire mall square footage of 1,046,123.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-28

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2010
2011
T-12 2/29/2012
U/W
U/W PSF
 
 Base Rent(1)
        $11,995,795
        $12,690,800
        $12,792,399
        $12,805,086
$22.82
 
 Value of Vacant Space
0
0
0
1,723,423
3.07
 
 Gross Potential Rent
        $11,995,795
        $12,690,800
   $12,792,399
        $14,528,509
$25.90
 
 Total Recoveries
           7,429,806
       7,640,907
        7,897,667
         8,103,961
14.45
 
 Total % Rents
143,530
(195,167)
(129,725)
139,595
0.25
 
 Total Other Income
         997,421
          1,192,808
          1,281,848
1,281,848
2.28
 
 Less: Vacancy & Credit Loss(2)
             0
             0
             0
        (1,723,423)
(3.07)
 
 Effective Gross Income
$20,566,552
$21,329,348
$21,842,189
$22,330,489
$39.80
 
 Total Operating Expenses(3)
5,887,859
6,606,226
6,770,246
7,762,516
13.84
 
 Net Operating Income
$14,678,693
$14,723,122
$15,071,943
$14,567,973
$25.97
 
 TI/LC
0
0
0
             561,015
1.00
 
 Capital Expenditures
0
0
0
151,474
0.27
 
 Net Cash Flow
 $14,678,693
 $14,723,122
 $15,071,943
 $13,855,484
$24.70
 
             
(1)
U/W Base Rent includes $212,823 in contractual rent steps through August 31, 2013.  The Edwards Cinema base rent, with a lease expiration date of December 31, 2024, assumes rent averaging over the loan term.  Edwards Cinema report T-12 sales as of April 30, 2012 of $570,813 per screen and a 6.1% occupancy cost.
(2)
U/W Vacancy & Credit Loss of $1,723,423 is based on actual economic vacancy of 7.6%.  The Solano Mall Property is currently 89.5% physically occupied based on owned collateral.
(3)
U/W Total Operating Expenses are greater than historical expenses primarily due to the reassessment of taxes following the sale of the property and U/W management fee of 3.0% of Effective Gross Income as compared to the contractual fee of 2.5% of Effective Gross Income.  U/W Total Recoveries were adjusted accordingly based on contractual obligations.
 
Property Management.  The Solano Mall Property is managed by SRP Property Management LLP, a borrower affiliate.
 
Lockbox / Cash Management.  The Solano Mall Loan is structured with a hard lockbox and springing 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 transferred daily into the borrower’s operating account until the commencement of a “Cash Management Period” (as defined below), at which point all funds in the lockbox account are swept daily to a cash management account under the control of the lender.  Amounts in this account are used to pay debt service and reserves due under the Solano Mall Loan documents with any excess amounts remaining in this account returned to the borrower in accordance with the Solano Mall Loan documents.
 
The Solano Mall Loan “Cash Management Period”  commences if (i) a “Cash Trap Period” has commenced, (ii) the actual DSCR is less than 1.25x at the end of two consecutive calendar quarters, or (iii) a “Lease Sweep Period” has commenced, and continues until such time that, with respect to (1) clause (i) above, the termination of the applicable Cash Trap Period, (2) with respect to clause (ii) above, (a) for two consecutive calendar quarters since the commencement of the Cash Management Period the DSCR has been at least equal to 1.35x, and (b) as of the date of the calculation of the DSCR (y) no monetary default, material non-monetary default or event of default exists, and (z) no other event that triggers a Cash Management Period has occurred and is continuing or (3) with respect to clause (iii) above such Lease Sweep Period has ended.
 
A “Cash Trap Period” commences on the occurrence of an event of default under the Solano Mall Loan documents or in the event that the guarantor fails to maintain certain minimum net worth requirements set forth in the Solano Mall Loan documents.  The Cash Trap Period will end when the borrower cures any curable event of default or the Solano Mall Sponsor maintains the required minimum net worth for two consecutive quarters.  During a Cash Trap Period as a result of an event of default, the loan documents provide that all excess cash flow from the Solano Mall Property be held by lender in a cash collateral reserve as additional collateral for the Solano Mall Loan.
 
A “Lease Sweep Period” commences upon the occurrence of a “Lease Sweep Event” with respect to any three of the eight “Sweep Event Tenants” (defined below) until the occurrence of a “Lease Sweep Termination Event” with respect to two of the three Sweep
 
 
 
 
 
 
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.
 
 
B-29

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
Event Tenants that triggered the subject Lease Sweep Event provided that (i) no other Lease Sweep Event has occurred and (ii) the actual DSCR is at least 1.75x.  A “Lease Sweep Event” means (i) the lease with respect to a Sweep Event Tenant is surrendered, cancelled or terminated prior to its expiration, (ii) a Sweep Event Tenant goes dark or (iii) a Sweep Event Tenant is subject to certain insolvency proceedings (as described in the Solano Mall Loan documents). “Sweep Event Tenant” means (a) each of the three non-owned anchor tenants (combining both Sears tenants) and (b) the five largest tenants at the Solano Mall Property based on either gross rent or total net rentable area, each tenant under subclause (b), a “Significant Tenant”.
 
Initial Reserves.  At closing, the borrower deposited (i) $634,040 in the TI/LC reserve account to fund tenant improvement costs and leasing commissions pursuant to the purchase and sale agreement and (ii) $291,000 into the immediate repair reserve account.
 
Ongoing Reserves.  The borrower is required to deposit monthly real estate tax and insurance reserves (i) upon an event of default, (ii) the occurrence of certain bankruptcy events with respect to the borrower, Solano Mall Sponsor or property manager or (iii) if the borrower fails to maintain a DSCR of at least 1.70x at the end of any calendar quarter.  The borrower is required to deposit a monthly rollover reserve of $47,340 if the DSCR at the end of any calendar quarter is less than 2.05x.  The borrower is required to deposit a monthly replacement reserve of $12,785 if the DSCR at the end of any calendar quarter is below 1.70x.
 
Special Reserve Rollover Fund: The Solano Mall Loan documents require the borrower to make monthly payments into the special reserve rollover fund upon the occurrence of any Lease Sweep Period, until such time that (i) the borrower cures any curable event of default, (ii) the Lease Sweep Period has terminated and (iii) all approved leasing expenses specified in the Solano Mall Loan documents in connection with re-tenanting the space demised to the Significant Tenant have been paid in full.
 
Current Mezzanine or Subordinate Indebtedness.  None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.  The Solano Mall Loan documents permit, after the 24th payment date, the one-time pledge of the equity in the borrower to secure mezzanine debt provided, among other things, that the (i) combined mortgage and mezzanine loan LTV ratio is not above 60.0%, (ii) (a) combined mortgage and mezzanine loan interest only DSCR is no less than 3.05x and (b) combined mortgage and mezzanine loan amortizing DSCR is no less than 2.25x, and (iii) combined mortgage and mezzanine debt yield is no less than 13.7%.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-30

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
(MAP)
 
 
 
 
 
 
 
 
 
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.
 
 
B-31

 
 
1350 Travis Boulevard
Fairfield, CA 94533
Collateral Asset Summary
Solano Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$105,000,000
55.3%
2.92x
13.9%
 
(MAP)
 
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.
 
 
B-32

 
 
4511 North Midkiff Drive
Midland, TX 79705
Collateral Asset Summary
Midland Park Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,884,985
63.3%
1.74x
10.8%
 
(IMAG)
 
 
 
 
 
 
 
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.
 
 
B-33

 
 
4511 North Midkiff Drive
Midland, TX 79705
Collateral Asset Summary
Midland Park Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,884,985
63.3%
1.74x
10.8%
 
             
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Regional Mall
Sponsor:
Simon Property Group, L.P.
 
Collateral:
Fee Simple
Borrower:
Mall at Midland Park, LLC
 
Location:
Midland, TX
Original Balance:
$85,000,000
 
Year Built / Renovated:
1981 / 2012
Cut-off Date Balance:
$84,884,985
 
Total Sq. Ft.:
629,405
% by Initial UPB:
-.-%
 
Total Collateral Sq. Ft.(3) :
277,659
Interest Rate:
4.3500%
 
Property Management:
Simon Management Associates
Payment Date:
6th of each month
   
(Texas), LLC
First Payment Date:
October 6, 2012
 
Underwritten NOI:
$9,189,205
Maturity Date:
September 6, 2022
 
Underwritten NCF:
$8,855,686
Amortization:
360 months
 
Appraised Value:
$134,000,000
Additional Debt:
None
 
Appraisal Date:
July 23, 2012
Call Protection:
L(25), D(88), O(7)
     
Lockbox / Cash Management:
Hard / In Place
 
Historical NOI
     
TTM NOI:
$8,857,072 (T-12 June 30, 2012)
Reserves(1)
 
2011 NOI:
$8,641,447 (December 31, 2011)
 
Initial
Monthly  
 
2010 NOI:
$7,519,020 (December 31, 2010)
Taxes:
$0
Springing  
 
2009 NOI:
$6,609,226 (December 31, 2009)
Insurance:
$0
Springing  
     
Replacement:
$0
Springing  
 
Historical Occupancy(3)
TI/LC:
$0
Springing  
 
Current Occupancy(4):
95.9% (August 10, 2012)
       
2011 Occupancy:
96.1% (December 31, 2011)
Financial Information
 
2010 Occupancy:
95.1% (December 31, 2010)
Cut-off Date Balance / Sq. Ft.(2):
$306                                   
 
2009 Occupancy:
92.9% (December 31, 2009)
Balloon Balance / Sq. Ft.(2):
$246                                   
 
(1)   See “Initial Reserves” herein and “Ongoing Reserves” herein.
(2)   Based on Total Collateral Sq. Ft. of 277,659.
(3)   Total Collateral Sq. Ft. and Historical Occupancy numbers exclude Sears (117,700 sq. ft.), Dillard’s (99,828 and 37,085 sq. ft.) and JCPenney (97,133 sq. ft.) which are not part of the collateral, but are subject to an REA.
(4)   Including Sears, Dillard’s and JCPenney, Current Occupancy is 98.2%.
Cut-off Date LTV:
63.3%                                   
 
Balloon LTV:
51.0%                                   
 
Underwritten NOI DSCR:
1.81x                                   
 
Underwritten NCF DSCR:
1.74x                                   
 
Underwritten NOI Debt Yield:
10.8%                                   
 
Underwritten NCF Debt Yield:
           10.4%                                   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-34

 
 
4511 North Midkiff Drive
Midland, TX 79705
Collateral Asset Summary
Midland Park Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,884,985
63.3%
1.74x
10.8%
 
Tenant Summary
Tenant Mix
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total
Collateral
Sq. Ft.
Lease 
Expiration
Total Sales (000s)(2)
Sales PSF(2)
Occupancy Cost 
(% of Sales)(2)
Non-Collateral Anchors(3)
             
Dillard’s(4)
BB+/Ba3/BB
136,913
NAP
NAP
$33,200
$242
NAP
Sears
CCC/B3/CCC+
117,700
NAP
NAP
$6,300
$54
NAP
JCPenney
BB+/NR/B+
97,133
NAP
NAP
$10,900
$112
NAP
Total Non-Collateral Anchors
 
351,746
   
$50,400
$143
 
               
Major Tenants
             
Ross Dress For Less
NR/NR/BBB+
30,787
11.1%
1/31/2016
$12,097
$393
3.1%
Beall’s
NR/NR/NR
22,561
8.1%
9/30/2021
$1,560
$69
19.3%
Old Navy
BBB-/Baa3/BB+
15,222
5.5%
1/31/2014
$5,178
$340
5.6%
Kirkland’s
NR/NR/NR
12,160
4.4%
1/31/2021
$2,371
$195
8.4%
Ulta Beauty
NR/NR/NR
10,044
3.6%
8/31/2019
$6,588
$656
4.1%
Total Major Tenants
 
90,774
32.7%
 
$27,794
$306
5.1%
               
In-line Tenants (<10,000 sq. ft.)
164,048
59.1%
 
$79,123
$493
9.6%
Restaurants
 
5,991
2.2%
 
$5,235
$874
1.9%
Food Court
 
4,890
1.8%
 
$4,329
$885
11.6%
Kiosk
 
673
0.2%
 
$788
$1,876
19.1%
Total Occupied Collateral
 
266,376
95.9%
       
               
Vacant
 
11,283
4.1%
       
Total Collateral Sq. Ft.
 
277,659
100.0%
       
               
(1)  
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(2)  
Total Sales, Sales PSF and Occupancy Cost provided by the borrower as of June 30, 2012 and only include tenants reporting sales.
(3)  
Sales figures for non-collateral anchor tenants are based on estimates provided by the borrower and are as of December 31, 2011.
(4)  
Dillard’s occupies two separate anchor spaces at the Midland Park Mall Property of 99,828 sq. ft. and 37,085 sq. ft. The 99,828 sq. ft. location serves as a women’s clothing and home furnishings store, and the 37,085 sq. ft. location serves as a men’s clothing store.
 
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
1
1,144
0.4%
1,144
0.4%
$36.32
0.6%
0.6%
2013
10
23,106
8.3%
24,250
8.7%
$40.68
13.4%
14.0%
2014
7
35,504
12.8%
59,754
21.5%
$22.35
11.3%
25.4%
2015
5
8,244
3.0%
67,998
24.5%
$43.73
5.2%
30.5%
2016
11
54,614
19.7%
122,612
44.2%
$19.92
15.6%
46.1%
2017
10
18,649
6.7%
141,261
50.9%
$32.55
8.7%
54.8%
2018
3
15,502
5.6%
156,763
56.5%
$23.11
5.1%
59.9%
2019
7
26,241
9.5%
183,004
65.9%
$31.70
11.9%
71.8%
2020
6
12,071
4.3%
195,075
70.3%
$28.28
4.9%
76.7%
2021
8
58,214
21.0%
253,289
91.2%
$17.46
14.5%
91.2%
2022
4
13,087
4.7%
266,376
95.9%
$46.96
8.8%
100.0%
Thereafter
0
0
0.0%
266,376
95.9%
$0.00
0.0%
100.0%
Vacant
NAP
11,283
 4.1%
277,659
100.0%
NAP
NAP
 
Total / Wtd. Avg.
72
277,659
100.0%
   
$26.25
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.
 
 
 
 
 
 
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.
 
 
B-35

 
 
4511 North Midkiff Drive
Midland, TX 79705
Collateral Asset Summary
Midland Park Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,884,985
63.3%
1.74x
10.8%
 
The Loan.    The Midland Park Mall loan (the “Midland Park Mall Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in 277,659 sq. ft. of leasable collateral at a regional mall located at 4511 North Midkiff Drive in Midland, Texas (the “Midland Park Mall Property”) with an original principal balance of $85.0 million. The Midland Park Mall Loan has a 10-year term and amortizes on a 30-year schedule. The Midland Park Mall Loan accrues interest at a fixed rate equal to 4.3500% and has a cut-off date balance of approximately $84.9 million. Loan proceeds were used to retire existing debt of approximately $29.7 million, giving the borrower a return of equity of $54.7 million. Based on the appraised value of $134.0 million as of July 23, 2012, the cut-off date LTV is 63.3% and the remaining implied equity is $49.1 million. The most recent financing of the Midland Park Mall Property was included in the JPMCC 2002-CIB5 transaction as part of the Simon Mall Portfolio loan. The Simon Mall Portfolio loan was a $124.8 million loan secured by four cross-collateralized and cross-defaulted properties: Midland Park Mall, Markland Mall, Forest Mall and Richmond Town Square.
 
Sources and Uses
  Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total  
   Loan Amount
$85,000,000
100.0%
 
Loan Payoff
$29,743,000
35.0%
       
Closing Costs
$539,230
0.6%
       
Return of Equity
$54,717,770
64.4%
  Total Sources
$85,000,000
100.0%
 
Total Uses
$85,000,000
100.0%
 
The Borrower / Sponsor.    The borrower, Mall at Midland Park, 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 Simon Property Group, L.P., a subsidiary of Simon Property Group, Inc.
 
Simon Property Group, Inc. (“Simon”), rated A-/Baa1/A- by Fitch/Moody’s/S&P, is an S&P 100 company and the largest real estate company in the United States. As of June 30, 2012, Simon owned or held an interest in 325 income-producing properties comprising over 240 million square feet located throughout the United States and Puerto Rico, which consisted of 161 malls, 60 Premium Outlets, 70 community/lifestyle centers, as well as 34 other properties. Internationally, Simon has ownership interests in eight Premium Outlets in Japan, two Premium Outlets in South Korea, one Premium Outlet in Mexico and one Premium Outlet in Malaysia. Simon also has a 28.9% ownership interest in Klépierre, a publicly-traded French REIT that holds ownership interests in a portfolio of more than 260 shopping centers in 13 countries across Europe. On June 1, 2012, Simon entered into a new $2.0 billion unsecured supplemental revolving credit facility that complements its existing $4.0 billion revolving credit facility. The new facility initially matures on June 30, 2016 and can be extended at Simon’s sole option through June 30, 2017.
 
The Property.    The Midland Park Mall Property is a one-story, enclosed regional mall located In Midland, Texas, built in 1981 and renovated in 2012. The Midland Park Mall Property has a total of 629,405 sq. ft., of which 277,659 sq. ft. is collateral for the Midland Park Mall Loan. The collateral does not include the 117,700 sq. ft. Sears anchor space, the 99,828 and 37,085 sq. ft. Dillard’s anchor spaces, or the 97,133 sq. ft. JCPenney anchor space, all of which are subject to an REA. Other major tenants include Ross Dress For Less, Beall’s, Old Navy, Kirkland’s and Ulta Beauty. The leasable collateral of the Midland Park Mall Property is 95.9% occupied as of August 10, 2012. In addition, the Midland Park Mall Property has 3,625 parking spaces, yielding a parking ratio of 5.76 per 1,000 sq. ft.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-36

 

4511 North Midkiff Drive
Midland, TX 79705
Collateral Asset Summary
Midland Park Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,884,985
63.3%
1.74x
10.8%

The below chart provides historical sales at the Midland Park Mall Property.
 
Historical Sales PSF(1)
 
 2009
2010
2011
T-12 June 2012
  Dillard’s(2)
$213
  $233
$242
NAV
 
  Sears(2)
                      $57
$54
$54
NAV
 
  JCPenney(2)
                    $110
$112
$112
NAV
 
           
  Ross Dress For Less
                    $255
$320
$373
$393
 
  Beall’s
                      $82
$85
$63
$69
 
  Old Navy
                    $297
$301
$327
$340 
 
  Kirkland’s
                    $141
$88
$199
$195
 
  Ulta Beauty
                    NAV
$478
$595
$656
 
           
  In-Line Tenants(3)
                    $387
$399
$464
$493
 
(1)  
Historical Sales PSF is based on historical operating statements provided by the borrower.
(2)  
Sales PSF figures for Sears, Dillard’s and JCPenney are estimates provided by the borrower.
(3)  
Excludes all major (greater than 10,000 sq. ft.), anchor, restaurant and kiosk tenants.
 
Environmental Matters. The Phase I environmental report dated August 1, 2012 recommended no further action at the Midland Park Mall Property.
 
The Market.     The Midland Park Mall Property is located in the Midland metropolitan statistical area, approximately 300 miles west of Dallas/Fort Worth, 280 miles northwest of Austin, 112 miles south of Lubbock and 330 miles east of El Paso. Within Midland, the Midland Park Mall Property is located approximately four miles northwest of the Midland central business district at the intersection of North Midkiff Road and Loop 250. Regional access to the Midland Park Mall Property is provided by Interstate 20, with local access from the Interstate provided by Loop 250. The unemployment rate in the Midland metropolitan statistical area was 3.8% as of May 2012, approximately half of the nationwide unemployment rate and the lowest rate among Texas metropolitan statistical areas.
 
Since 2000, both population and income growth in Midland have outpaced the national average. An estimated 110,148 people lived within a 5-mile radius of the Midland Park Mall Property as of year-end 2011, an increase of 16.1% since 2000, compared to 10.4% population growth nationwide over the same period. Average household income as of year-end 2011 within a 5-mile radius was $71,757, compared to $65,413 in the state of Texas and $67,529 nationwide. Regional vacancy in the Midland Park Mall Property’s retail market is 2.0%. In the near-term, minimal competition is expected to come on-line in the trade area, with no new regional mall competition expected in the trade area for the foreseeable future.
 
The below chart provides a comparison of the Midland Park Mall Property and its competitive set. The Midland Park Mall Property represents one of only two significant regional malls in a 100-mile radius of Midland, and thus has little direct regional mall competition. The closest regional mall and primary competition to the Midland Park Mall Property is Music City Mall, located approximately 17 miles southwest of Midland in Odessa, Texas. Music City Mall has not been recently renovated and has a less desirable tenant mix comprised of a higher percentage of local and regional tenants.
 
Competitive Set(1)
  Name
Midland Park Mall Property
Music City Mall
South Plains Mall
Sunset Mall
Mall of Abilene
Midpark Village
  Distance from Subject
NAP
17.0 miles
107.0 miles
111.0 miles
137.0 miles
0.5 miles
  Property Type
Regional Mall
Regional Mall
Super Regional Mall
Regional Mall
Regional Mall
Power Center
  Year Built / Renovated
1981 / 2012
1980 / 2000
1972 / 1995
1979 / 2007
1979 / 2005
1994 / NAP
  Total Occupancy(2)
98.2%
99%
97%
90%
98%
100%
  Size (Sq. Ft.)(2)
629,405
850,000
1,164,443
559,864
680,472
83,236
  Anchors / Major Tenants
Dillard’s, JCPenney,
Sears, Beall’s
Dillard’s, Sears,
JCPenney
Dillard’s,
JCPenney, Sears,
Beall’s
Dillard’s,
JCPenney, Sears,
Beall’s
Dillard’s, Sears,
JCPenney
Barnes & Noble,
Best Buy, Shoe
Carnival
(1)  
Source: Appraisal
(2)  
Total Occupancy and Size (Sq. Ft.) for the Midland Park Mall Property include non-collateral anchors.
 
 
 
 

 
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.
 
 
B-37

 
 
4511 North Midkiff Drive
Midland, TX 79705
Collateral Asset Summary
Midland Park Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,884,985
63.3%
1.74x
10.8%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2009
2010
2011
T-12 6/30/2012
U/W
U/W PSF
   Base Rent(1)
        $5,792,470
        $6,485,416
$7,160,080
$7,469,003
$8,043,134
$28.97
   Value of Vacant Space
0
0
0
0
586,589
2.11
   Gross Potential Rent
$5,792,470
$6,485,416
$7,160,080
$7,469,003
$8,629,723
   $31.08
   Total Recoveries
3,448,562
3,737,346
4,270,288
4,198,564
4,232,671
 15.24
   Total Other Income
1,131,686
902,719
947,733
1,101,366
1,196,481
   4.31  
   Less: Vacancy(2)
             0
             0
0
0
(652,063)
(2.35)   
   Effective Gross Income
$10,372,718
$11,125,481
$12,378,101
$12,768,933
$13,406,812
  $48.29  
   Total Operating Expenses
3,763,492
3,606,461
3,736,654
3,911,861
4,217,607
15.19
   Net Operating Income
$6,609,226
$7,519,020
$8,641,447
$8,857,072
$9,189,205
  $33.10  
   TI/LC
0
0
0
0
277,987
  1.00  
   Capital Expenditures
0
0
0
0
55,532
  0.20  
   Net Cash Flow
 $6,609,226
 $7,519,020
$8,641,447
$8,857,072
$8,855,686
  $31.89  
             
(1)  
U/W Base Rent includes $75,541 in contractual step rent through July 2013.
(2)  
U/W Vacancy represents 4.6% of gross income and is based on a 5.0% physical vacancy factor.
 
Property Management.    The Midland Park Mall Property is managed by Simon Management Associates (Texas), LLC, a borrower affiliate.
 
Lockbox / Cash Management.    The Midland Park Mall 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 required to be transferred on a weekly basis to the cash management account under the control of the lender and disbursed in accordance with the Midland Park Mall Loan documents.
 
Additionally, all excess cash will be swept into a lender controlled account upon occurrence of a “Lockbox Event”, defined as (i) an event of default, (ii) a bankruptcy action of manager, or (iii) the debt service coverage ratio for the trailing 12-month period being less than 1.10x for two consecutive calendar quarters.
 
A “Trigger Event” exists if the debt service coverage ratio for the trailing 12-month period is less than 1.20x for two consecutive calendar quarters.
 
Initial Reserves.    None.
 
Ongoing Reserves.    If a Lockbox Event or Trigger Event is continuing, the borrower is required to make monthly deposits of (i) 1/12 of the estimated annual real estate taxes, (ii) 1/12 of the annual insurance premiums, unless, among other things, the borrower provides satisfactory evidence to the lender that the insurance policies are being maintained as part of a fully-paid blanket insurance policy, (iii) $3,973 into a capital expenditure account, subject to a cap of $95,363, and (iv) $23,594 into a TI/LC reserve account, subject to a cap of $566,263.
 
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.
 
 
B-38

 
 
4511 North Midkiff Drive
Midland, TX 79705
Collateral Asset Summary
Midland Park Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,884,985
63.3%
1.74x
10.8%
 
(GRAPHIC)
 
 
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.
 
 
B-39

 
 
4511 North Midkiff Drive
Midland, TX 79705
Collateral Asset Summary
Midland Park Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$84,884,985
63.3%
1.74x
10.8%
 
(MAP)
 
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.
 
 
B-40

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
(GRAPHIC)
 
 
 
 
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.
 
 
B-41

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
Mortgage Loan Information
 
Property Information
 
Loan Seller:
CCRE
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Refinance
     
Property Type:
Retail / Office
 
 
Sponsor:
Eric Hadar; Stanley Cayre
     
Collateral:
Fee Simple
 
 
Borrower:
568 Broadway Property LLC
     
Location:
New York, NY
 
 
Original Balance(1):
$[75,000,000]
     
Year Built / Renovated:
1897 / 2003-2009
 
 
Cut-off Date Balance(1):
$[75,000,000]
     
Total Sq. Ft.:
354,603
 
 
% by Initial UPB:
-.-%
     
Property Management:
SCF Management LLC
 
 
Interest Rate:
4.3080%
     
Underwritten NOI(6):
$20,345,672
 
 
Payment Date:
6th of each month
     
Underwritten NCF:
$19,565,545
 
 
First Payment Date:
November 6, 2012
     
Appraised Value:
$380,000,000
 
 
Maturity Date:
October 6, 2022
     
Appraisal Date:
August 8, 2012
 
 
Amortization:
Interest Only
             
 
Additional Debt(1)(2):
$[125,000,000] Pari Passu Debt;
   
Historical NOI
   
Future Mezzanine Debt Permitted
     
TTM NOI(6):
$17,141,919 (T-12 May 31, 2012)
 
 
Call Protection(3):
L(24), D(93), O(3)
     
2011 NOI(6):
$15,445,143 (December 31, 2011)
 
 
Lockbox / Cash Management:
Hard / Springing
     
2010 NOI:
$14,949,542 (December 31, 2010)
 
             
2009 NOI:
$14,309,105 (December 31, 2009)
 
Reserves(4)
           
   
Initial
Monthly
   
Historical Occupancy
 
Taxes:
$1,175,000
$391,667
     
Current Occupancy:
98.5% (August 1, 2012)
 
 
Insurance:
$97,639
$9,764
     
2011 Occupancy:
99.2% (December 31, 2011)
 
 
Replacement:
$0
$5,910
     
2010 Occupancy:
98.7% (December 31, 2010)
 
 
TI/LC:
$3,639,200
$36,938
     
2009 Occupancy:
98.8% (December 31, 2009)
 
           
(1)   The Original Balance and Cut-off Date Balance of $[75.0] million represent the non-controlling A-2 Note of a $200.0 million whole loan evidenced by two pari passu notes. The pari passu companion loan is the controlling A-1 Note with an original principal amount of $[125.0] million.
(2)   See “Future Mezzanine or Subordinate Indebtedness Permitted” herein.
(3)   The lockout period will be at least 24 payment dates beginning with and including the first payment date of November 6, 2012. Defeasance of the full$200.0 million Prince Building whole loan is permitted on the date that is the earlier to occur of (i) two years after the closing date of the securitization deal that includes the portion of the Prince Building Loan note last contributed to a securitization, and (ii) November 6, 2015.
(4)   See “Initial Reserves” and “Ongoing Reserves” herein.
(5)   DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Cut-off Date principal balance of $200.0 million.
(6)   Increase in Underwritten NOI from the 2011 and TTM periods is primarily due to a modification of Armani Exchange’s lease agreement in February 2012, increasing the prior base rental rate from $2,973,075 to $7,200,000.
Financial Information(5)
 
 
Cut-off Date Balance / Sq. Ft.:
$564
     
 
Balloon Balance / Sq. Ft.:
$564
     
 
Cut-off Date LTV:
52.6%
     
 
Balloon LTV:
52.6%
     
 
Underwritten NOI DSCR:
2.33x
     
 
Underwritten NCF DSCR:
2.24x
     
 
Underwritten NOI Debt Yield:
10.2%
     
 
Underwritten NCF Debt Yield:
9.8%
     
           
           
           
           
           
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-42

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
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
 Office Tenants
             
 Scholastic, Inc.(3)(4)
NR/Ba2/BB-
72,784
20.5%
 
$59.60
18.5%
4/30/2013
 Scholastic, Inc.(5)
NR/Ba2/BB-
57,661
16.3%
 
$56.10
12.4%
4/30/2018
 mMetro.com
NR/NR/NR
22,121
6.2%
 
$46.81
4.0%
2/28/2013
 NYFA Soho, Ltd.
NR/NR/NR
15,848
4.5%
 
$36.62
2.2%
5/31/2015
 Bliss World, LLC
NR/NR/NR
13,229
3.7%
 
$43.30
2.2%
3/31/2016
 Total Major Office Tenants(3)
 
181,643
51.2%
 
$53.99
39.2%
 
 Remaining Office Tenants(3)
 
98,317
27.7%
 
$43.79
15.1%
 
 Total Occupied Office
 
279,960
79.0%
 
$50.71
54.2%
 
 Vacant Office
 
5,297
1.5%
       
 Total Office
 
285,257
80.4%
       
               
 Retail Tenants(6)
             
 Equinox
NR/NR/NR
38,668
10.9%
 
$47.91
7.1%
11/15/2020
 Forever 21
NR/NR/NR
18,543
5.2%
 
$148.23
10.5%
8/31/2016
 Armani Exchange
NR/NR/NR
12,135
3.4%
 
$608.16
28.2%
1/31/2017
 Total Occupied Retail
 
69,346
19.6%
 
$172.78
45.8%
 
 Vacant Retail
 
0
0.0%
       
 Total Retail
 
69,346
19.6%
       
 Total
 
354,603
100.0%
       
               
(1)
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)
U/W Base Rent PSF for Equinox and Forever 21 represents average rent over the loan term, which are 64.8% and 50.6% below the appraiser’s concluded blended market rent figures, respectively.  Equinox and Forever 21 each have lease renewal options at below market rents.
(3)
Scholastic, Inc. currently subleases 52,934 sq. ft. (72.7%) of its 2013-expiring space to various tenants, including ZocDoc, which subleases approximately 27,388 square feet and has expanded its space twice since originally taking 10,682 square feet at the Prince Building Property in July 2010.  ZocDoc has a lease out for signature for the entirety of Scholastic’s 2013-expiring space (72,784 sq. ft.) at a rate of $60.00 per square foot for a term of four years.
(4)
U/W Base Rent PSF for Scholastic, Inc.’s 2013-expiring space is based on terms of the ZocDoc lease out for signature which is 5.7% below the total in-place rent under the Scholastic, Inc. lease.
(5)
Scholastic, Inc. subleases 55,306 sq. ft. (95.9%) of its 2018-expiring space to Foursquare under a long-term sublease agreement expiring co-terminus with Scholastic, Inc.’s contractual lease expiration date of April 30, 2018.
(6)
The Prince Building Property’s retail tenant rents are 39.6% below market based on the appraisal’s concluded blended market rents.  Equinox’s U/W Base Rent PSF of $47.91 (average rent over the loan term) is 64.8% below the appraisal’s concluded blended market rent of $136.25 (blended based on varying market rents for ground, upper-level, and below-grade retail space).  Forever 21’s U/W Base Rent PSF of $148.23 (average rent over the loan term including one remaining five-year extension option) is 50.6% below the appraisal’s concluded blended market rent of $300.00 (blended based on varying market rents for ground and below-grade retail space).  Armani Exchange’s lease terms reflect a February 2012 modification of the company’s existing lease agreement, which commenced September 15, 1991.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-43

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
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
1
2,600
0.7%
2,600
0.7%
$13.69
0.1%
0.1%
2013
6
37,071
10.5%
39,671
11.2%
$48.01
6.8%
6.9%
2014
4
13,812
3.9%
53,483
15.1%
$47.75
2.5%
9.5%
2015
8
40,259
11.4%
93,742
26.4%
$40.16
6.2%
15.6%
2016
6
49,767
14.0%
143,509
40.5%
$82.16
15.6%
31.2%
2017
5
94,082
26.5%
237,591
67.0%
$129.97
46.7%
78.0%
2018
3
60,574
17.1%
298,165
84.1%
$56.36
13.0%
91.0%
2019
0
0
0.0%
298,165
84.1%
$0.00
0.0%
91.0%
2020
1
38,668
10.9%
336,833
95.0%
$47.91
7.1%
98.1%
2021
0
0
0.0%
336,833
95.0%
$0.00
0.0%
98.1%
2022
2
12,473
3.5%
349,306
98.5%
$40.42
1.9%
100.0%
Thereafter
0
0
0.0%
349,306
98.5%
$0.00
0.0%
100.0%
Vacant
NAP
5,297
1.5%
354,603
100.0%
NAP
NAP
 
Total / Wtd. Avg.
36
354,603
100.0%
   
$74.94
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 Prince Building loan (the “Prince Building Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 354,603 sq. ft. retail and office building located at 568 Broadway at the corner of Prince Street and Broadway in the SoHo submarket of Manhattan, New York City (the “Prince Building Property”) with an original principal balance of [$75.0] million.  The Prince Building Loan of $[75.0] million represents the non-controlling A-2 Note of a $200.0 million whole loan that is evidenced by two pari passu notes.  Only the $[75.0] million A-2 Note will be included in the COMM 2012-CCRE3 trust.  The controlling A-1 Note, with an original principal balance of $[125.0] million and currently held by CCRE, will retain control over major servicing matters and is expected to be included in one or more future securitizations.  CCRE has reserved the right to further split the A-1 Note into smaller pieces with one note retaining control over major servicing matters.  The Prince Building Loan has a 10-year term and interest only payments for the term of the loan.  The Prince Building Loan accrues interest at a fixed rate equal to 4.3080% and has a cut-off date balance of $[75.0] million.  Loan proceeds were used to retire existing debt of approximately $67.0 million, return $120.9 million of equity to the Borrower and cover closing costs and reserves.  Based on the appraised value of $380.0 million as of August 8, 2012, the cut-off date LTV is 52.6% with remaining implied equity of $180.0 million.  The most recent prior financing of the Prince Building Property was included in the GECMC 2004-C2 transaction.
 
The relationship between the holders of the A-1 Note and the A-2 Note (or other future notes) will be governed by an intercreditor agreement.  See “Description of the Mortgage Pool – Split Loan Structures – The Prince Building Loan Combination” in the accompanying Free Writing Prospectus.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$200,000,000
100.0%
 
Loan Payoff
$66,961,929
33.5%
       
Upfront Reserves (1)
$3,639,200
1.8%
       
Closing Costs (2)
$8,488,056
4.2%
       
Return of Equity
$120,910,815
60.5%
Total Sources
$200,000,000
100.0%
 
Total Uses
$200,000,000
100.0%
(1)
At closing, $3,639,200 ($50.00 PSF) was funded into the rollover reserve account to cover potential future tenant improvement and leasing commission costs. The full reserve can be released upon receiving a signed lease from ZocDoc for the entirety of Scholastic, Inc.’s 2013-expiring space (72,784 sq. ft.).
(2)
Closing Costs consist of approximately (i) $1.2 million for an initial payment reserve for the November 6, 2012 debt service payment collected at closing, (ii) $3.8 million for mortgage recording taxes, (iii) $1.3 million for upcoming tax and insurance payments and (iv) approximately $2.2 million of other customary closing costs.
 
 
 
 
 
 
 
 
 
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.
 
 
B-44

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
The Borrower / Sponsor.    The borrower, 568 Broadway Property LLC (the “Borrower”), is a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent directors in its organizational structure.  The Borrower is controlled by Aurora Capital Associates, Allied Partners Inc., and the Adjmi Group, all of which have significant real estate holdings throughout the U.S. and are experienced real estate operators in the greater-New York City area.  Aurora Capital Associates owns over 150 properties throughout major U.S. cities, including several premier retail properties along SoHo’s Broadway corridor in New York City.  Allied Partners Inc. is a private real estate investment, development and asset management company founded in 1993 by Eric Hadar.  The company’s core strategy is to invest in opportunistic real estate investments. Allied Partners Inc. has acquired in excess of 25 properties since its formation in 1993, including several premier New York office and retail assets.  The Adjmi Group has over 25 years owning, operating and investing in real estate. The Adjmi Group’s portfolio consists of over 100 retail, office, shopping centers, residential and development projects encompassing approximately 12 million sq. ft. (primarily retail).
 
The sponsors of the Borrower and non-recourse carveout guarantors are Eric Hadar and Stanley Cayre (jointly and severally), both of whom serve as managers of the Borrower (collectively, the “Guarantors” or “Sponsors”).  Both Messrs. Hadar and Cayre have extensive real estate backgrounds as property owners, developers and managers, having invested in over 175 properties throughout major U.S. cities accounting for more than 5.0 million sq. ft. of office, retail and residential real estate.
 
The Property. The Prince Building Property is a 12-story retail and office building comprised of 354,603 total sq. ft., including 69,346 sq. ft. of ground-floor, upper-level and below-grade retail space (45.8% of U/W Base Rent; 19.6% of NRA) and 285,257 sq. ft. of office and storage space (54.2% of U/W Base Rent; 80.4% of NRA).  The Prince Building Property is located in the SoHo submarket of Manhattan’s Midtown South district at the northeast corner of Broadway and Prince Street, which is considered a premier retail and office location in SoHo.  Additionally, the Prince Building Property is well served by the New York City transit system, with the N and R train entrance adjacent to the building, the Number 6 train located two blocks east, and the B, D, F and M trains located one block north.
 
Originally constructed in 1897, the Prince Building Property has been renovated periodically, most recently between 2003 and 2009 under current sponsorship which included façade repairs, construction of sub-basement storage rooms, installation of sub-basement freight lift elevator, window replacements for the 10th and 11th floors, and elevator modernization at a total cost of approximately $2.4 million.
 
The Sponsors purchased the Prince Building Property in 2003 and have maintained average occupancy since acquisition of 98.5%, with NOI increasing over 100% since acquisition as of year-end 2011.
 
Environmental Matters.  The Phase I environmental report dated September 10, 2012 recommended no further action at The Prince Building Property.
 
Major Tenants.    
 
Retail Tenancy
The Prince Building Property contains 69,346 sq. ft. of ground-floor, upper-level and below-grade retail space.  The retail space is currently 100.0% physically occupied by three tenants, Armani Exchange, Forever 21, and Equinox, representing 19.6% of total net rentable area and 45.8% of underwritten base rent.  The Prince Building Property’s retail tenants have each been in occupancy for at least six years.
 
Armani Exchange (12,135 sq. ft.; 3.4% of NRA; 28.2% of U/W Base Rent) – Armani Exchange is a leading flagship brand of Giorgio Armani S.P.A., the international Italian fashion house founded by Giorgio Armani, which designs, manufactures, distributes, and retails haute couture, ready-to-wear, leather goods, shoes, watches, jewelry, accessories, eyewear, cosmetics, and home interiors.  Armani Exchange has been at the Prince Building Property since 1991, with the subject store being the company’s first U.S. location, and has a current lease expiration date of January 31, 2017 pursuant to a recently executed lease modification increasing the prior base rental rate from $2,973,075 to $7,200,000 while maintaining the existing 2001/2002 base year for expense reimbursements.
 
Forever 21 (18,543 sq. ft.; 5.2% of NRA; 10.5% of U/W Base Rent) – Forever 21, originally called Fashion 21, was founded April 21, 1984 in Los Angeles, California.  Forever 21 currently maintains 480 stores operating under its Forever 21, XXI Forever, For Love 21, Heritage 1981 and Reference banners, which serve as exclusive retail locations for its products.  Forever 21 is headquartered in Los Angeles and also has stores internationally in Canada, Europe, Japan, Korea, and the Philippines.  Forever 21 reported 2011 sales of $2.6 billion for the fiscal year ending February 2011 and employs approximately 27,228 people.  Forever 21’s current lease at the Prince Building Property expires in 2016, with one remaining five-year option at a pre-negotiated initial rate of $150.93 PSF, which is 49.7% below the appraisal’s concluded blended market rent for the space of $300.00 PSF. The U/W Base Rent PSF of $148.23
 
 
 
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.
 
 
B-45

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
(average rent over the loan term including the aforementioned extension option) is 50.6% below the appraisal’s concluded blended market rent.
 
Equinox (38,668  sq. ft.; 10.9% of NRA; 7.1% of U/W Base Rent) – Equinox is a luxury fitness company currently operating 61 full-service, upscale fitness clubs in select U.S. cities, over 20 of which are located in New York City.  Equinox operates as a subsidiary of New York-based real estate developer The Related Companies.  Equinox is under a long-term lease at the Prince Building Property that began in 2005 and expires in 2020.  The Equinox lease has one remaining 10-year extension option at fair market rent which can be no less than 95.0% of the contractual rent in 2020.  The U/W Base Rent PSF of $47.91 (average rent over the loan term) is 64.8% below the appraisal’s concluded market rent of $136.25.
 
Office Tenancy
The office and storage space is currently 98.1% physically occupied by 30 tenants, representing 80.4% of total NRA and 54.2% of underwritten base rent.  The Prince Building Property contains 285,257 sq. ft. of office and storage space on floors three through twelve of the Prince Building Property.
 
Scholastic, Inc. (130,445  sq. ft.; 36.8% of NRA) – Scholastic, Inc. is a Fortune 1,000 company and is the world’s largest publisher and distributor of children’s books, serving customers in 45 languages and in more than 150 countries.  Established in 1920, Scholastic, Inc. provides children’s publishing, education, and media services and produces and distributes educational materials for use in schools and homes.  The company reported 2012 sales of approximately $2.1 billion for the fiscal year ending May 31, 2012 and employs over 9,200 employees worldwide.
 
Scholastic, Inc. has been a tenant at the Prince Building Property since 1995 and currently leases 130,445 sq. ft on floors 7-12 under two leases which expire on April 30, 2013 (72,784 sq. ft) and April 30, 2018 (57,661 sq. ft).  During 2005, Scholastic, Inc. reportedly underwent a corporate restructuring and consolidated operations at its headquarters building located across Broadway from the Prince Building Property.  Beginning in April 2008, Scholastic, Inc. began subleasing portions of its space.  Currently, Scholastic, Inc. subleases out 52,934 sq. ft. (72.7%) of the space under the April 2013 expiration and 55,306 sq. ft. (95.9%) of the space under the April 2018 expiration.  The largest sublease tenants are Foursquare and ZocDoc (see Sublease Tenancy below).  With respect to all of the 2013-expiring Scholastic, Inc. space, the Borrower has a direct lease out for signature with ZocDoc for $60.00 PSF on a four year term effective at the expiration of the applicable Scholastic, Inc. lease.
 
Sublease Tenancy
ZocDoc (27,388  sq. ft.; 7.7% of NRA) – Founded in April 2007, ZocDoc is a free service for users that allows patients to book doctor and dental appointments online (revenues come from membership fees paid by practitioners to be listed on the company’s website).  In addition to booking services, the site allows registered users to review and rate practitioners, providing user-feedback for other consumers. ZocDoc currently maintains over 300 employees and is headquartered in New York at the Prince Building Property, with 20 satellite offices nationally. The Borrower currently has a direct lease out for signature with ZocDoc for the entirety of Scholastic, Inc.’s 2013-expiring space (72,784 sq. ft.) at $60.00 PSF on a four year term effective at the expiration of the applicable Scholastic lease. ZocDoc directly leases an additional 6,492 sq. ft. at $55.00 PSF
 
Foursquare (55,306  sq. ft.; 15.6% of NRA) – Founded in 2009, Foursquare is a New York City-based technology company that offers a free smart phone application that allows users to share and save places visited, as well as give and receive personalized recommendations and deals based on their location from other users.  The Foursquare community contains over 20 million people worldwide, with nearly a million businesses taking advantage of the “Merchant Platform.”  Foursquare has offices in New York, San Francisco and London, and is headquartered at the Prince Building Property. Foursquare began subleasing the space in November 2011 and has a sublease expiration co-terminus with Scholastic, Inc.’s lease in April 2018.
 
The Market.
 
Midtown Manhattan Office 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 Prince Building Property is located in the SoHo submarket of Manhattan’s Midtown South area, which contains approximately 4.1 million sq. ft. of office space.
 
SoHo Office Submarket
The Prince Building Property is located in the SoHo submarket, one of five office submarkets within Manhattan’s Midtown South area.  As of second quarter 2012, these five office submarkets contain a total of approximately 65.0 million sq. ft. of office space (29.3 million sq. ft. of Class B office space).  The Prince Building Property benefits from comparatively large floor plates and its central location,
 
 
 
 
 
 
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.
 
 
B-46

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
providing a competitive advantage compared to competing Class B properties in the area (the appraisal notes that the SoHo submarket contains nearly exclusive Class B office properties).  Within the SoHo submarket, the average Class B direct rental rate as of second quarter 2012 was $55.53 PSF, in line with in-place rents at the Prince Building Property.  The SoHo submarket reflects a vacancy rate of 2.5%, with the average direct vacancy rate for the appraiser’s competitive set being 3.1%.
 
Retail Market
The Prince Building Property’s retail tenants benefit from its strategic location at the highly trafficked intersection of Prince Street and Broadway.  Armani Exchange, which occupies the ground floor corner suite with frontage on both Prince Street and Broadway, has been in occupancy since 1991 and was the company’s original U.S. location.  The appraiser analyzed a competitive set with ground-floor retail rents ranging from $370 PSF to $675 PSF.  Armani Exchange executed a lease modification in February 2012 to extend its lease through January 2017.  The lease reflects a current annual rental rate of $593.33 PSF.  Forever 21 occupies the Prince Building Property’s remaining ground floor retail suite along with below-grade space, and has been in occupancy since 2006.  Based on the appraisal, the U/W Base Rent PSF of $148.23 PSF is 50.6% below the appraisal’s blended market rent.  Forever 21 maintains one remaining five-year extension at an initial rate of $150.93 PSF, which is 49.7% below the appraiser’s concluded blended market rent.  Equinox occupies 38,668 sq. ft. of ground-floor, upper-level and below-grade space.  Based on the appraisal, the U/W Base Rent PSF of $47.91 PSF is 64.8% below market.  Overall, the Prince Building Property’s retail tenants are 39.6% below market based on the appraisal’s concluded blended market rents.
 
The appraisal report indicates a market vacancy rate of 6.5% for the SoHo submarket. The Prince Building Property’s retail space is currently 100.0% occupied and has been since 2003.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
 
2009
2010
2011
T-12 5/31/2012
U/W(1)       
U/W PSF     
 Base Rent
$18,280,229
$18,725,187
$19,373,687
$21,055,539
$26,178,692
$73.83
 
 Value of Vacant Space
0
0
0
0
177,483
0.50
 
 Gross Potential Rent
$18,280,229
$18,725,187
$19,373,687
$21,055,539
$26,356,175
$74.33
 
 Total Recoveries
2,466,795
3,007,817
3,202,980
3,355,720
3,077,402
8.68
 
 Total Other Income
25,606
18,971
72,681
73,735
40,800
0.12
 
 Less: Vacancy(2)
             0
             0
             0
        0
       (1,155,214)
(3.26)
 
 Effective Gross Income
$20,772,630
$21,751,975
$22,649,348
$24,484,994
$28,319,164
$79.86
 
 Total Operating Expenses
6,463,525
6,802,433
7,204,205
7,343,075
7,973,492
22.49
 
 Net Operating Income
$14,309,105
$14,949,542
$15,445,143
$17,141,919
$20,345,672
$57.38
 
 TI/LC
0
0
0
0
709,206
2.00
 
 Capital Expenditures
0
0
0
0
70,921
0.20
 
 Net Cash Flow
$14,309,105
$14,949,542
$15,445,143
 $17,141,919
 $19,565,545
$55.18
 
(1)
Increase in U/W Base Rent from 2011 and T-12 5/31/2012 periods is due primarily to (i) modification of Armani Exchange’s lease agreement in February 2012, increasing the prior base rental rate from $2,973,075 to $7,200,000 while maintaining the existing 2001/2002 base year for expense reimbursements, (ii) average rent over the term of their respective leases for Forever 21 and Equinox (average rents are 50.6% and 64.8% below current market, respectively),  and (iii) rent steps taken through September 30, 2013.
(2)
U/W economic vacancy is 3.0% for retail and 5.0% for office, reflecting 3.9% overall U/W economic vacancy.  The Prince Building Property is currently 98.5% physically occupied and 99.3% economically occupied.
 
Property Management.    The Prince Building Property is managed by SCF Management LLC, an affiliate of the Borrower.
 
Lockbox / Cash Management.     The Borrower has delivered notices to each tenant at the Prince Building Property directing such tenants to pay rent due to a designated lockbox account controlled by the lender.  Until the occurrence of certain events, all rents will be delivered from the lockbox account to the Borrower.  Following a “Cash Management Event,” which includes: (i) an event of default or (ii) the decline of DSCR to less than 1.55x for two consecutive calendar quarters, all rents will be delivered from the lockbox account to lender for application in accordance with the Prince Building Loan documents, including payment of required reserves, debt service and budgeted operating expenses.  If at any time there is an event of default or a bankruptcy of the Borrower, the Guarantors, or the property manager, any excess cash will be held as additional security for the Prince Building Loan; otherwise, any excess will be returned to the Borrower.  A Cash Management Event ends (and any excess cash held in reserves will be returned to Borrower) at such
 
 
 
 
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.
 
 
B-47

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
  
time as the condition triggering the Cash Management Event has ended or the DSCR is at least equal to 1.60x for two consecutive calendar quarters, as applicable.
 
Initial Reserves.    At closing, the following initial reserves were funded: (i) $1,175,000 to cover the initial funding of a tax escrow account (equivalent to three month’s worth of fundings), (ii) $97,639 to cover the initial funding of an insurance escrow account and (iii) $3,639,200 into the rollover reserve account to cover potential future tenant improvement and leasing commission costs. With respect to all of the 2013-expiring Scholastic, Inc. space, the Borrower has a direct lease out for signature with ZocDoc on a four year term effective at the expiration of the applicable Scholastic, Inc. lease for $60.00 PSF with a $5.00 PSF tenant improvement allowance.  The funds in the rollover reserve account will be released upon receiving the signed the ZocDoc lease.
 
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 $391,667, into a monthly tax reserve account, (ii) 1/12 of the estimated annual insurance premiums, which currently equates to $9,764, into a monthly insurance reserve account, (iii) $5,910 into a capital expenditure account, capped at $500,000, and (iv) $36,938 into a TI/LC reserve account (as described below).
 
Ongoing TI/LC collections will be capped at $1,250,000, unless the DSCR falls below 1.75x, at which time the cap will be increased to $2,500,000.  If the DSCR exceeds 2.55x for a period of two consecutive calendar quarters, ongoing collections will no longer be required.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    Commencing after the twenty-fourth payment date of the Prince Building Loan, the owners of the direct or indirect equity interests in the Borrower are permitted to obtain a mezzanine loan secured solely by such owners’ direct or indirect ownership interests in the Borrower; provided, among other things, that after giving effect to the proposed mezzanine debt financing, (1) the DSCR (based on the combined loan combination and mezzanine loan balances) is at least equal to 2.30x and (2) the LTV ratio (based on the combined Prince Building Loan and mezzanine loan balances) is less than 52.6%.
 
Partial Release.  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.
 
 
B-48

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
568 BROADWAY
 
(GRAPHIC)
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-49

 
 
568 Broadway
New York, NY 10012
Collateral Asset Summary
The Prince Building
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
52.6%
2.24x
10.2%
 
(MAP)
 
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.
 
 
B-50

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
(IMAGE)
 
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.
 
 
B-51

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
Mortgage Loan Information
 
Property Information
 
Loan Seller:
CCRE
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Refinance
     
Property Type:
Super Regional Mall
 
 
Sponsor(1):
Mayflower Realty LLC
     
Collateral:
Fee Simple
 
 
Borrower:
Mayflower Emerald Square, LLC
     
Location:
North Attleboro, MA
 
 
Original Balance(2):
$75,000,000
     
Year Built / Renovated:
1989 / 1999
 
 
Cut-off Date Balance(2):
$74,819,369
     
Total Sq. Ft.:
1,022,923
 
 
% by Initial UPB:
-.-%
     
Total Collateral Sq. Ft.(7):
564,501
 
 
Interest Rate:
4.7100%
     
Property Management:
Simon Management Associates, LLC
 
 
Payment Date:
11th of each month
     
Underwritten NOI:
$12,895,652
 
 
First Payment Date:
September 11, 2012
     
Underwritten NCF:
$12,219,222
 
 
Maturity Date:
August 11, 2022
     
Appraised Value:
$167,000,000
 
 
Amortization:
360 months
     
Appraisal Date:
July 27, 2012  
 
Additional Debt:
$39,903,664 Pari Passu Debt
             
 
Call Protection(3):
L(26), D(90), O(4)
   
Historical NOI
 
Lockbox / Cash Management:
Hard / In Place
     
TTM NOI:
$14,110,661 (T-12 June 30, 2012)
 
 
 
   
2011 NOI:
$14,386,333 (December 31, 2011)
 
  Reserves(4)    
2010 NOI:
$14,791,580 (December 31, 2010)
 
   
Initial
Monthly
     
2009 NOI:
$16,537,890 (December 31, 2009)
 
 
Taxes:
$0
Springing
           
 
Insurance:
$0
Springing
   
Historical Occupancy(6)
 
Replacement:
$0
Springing
     
Current Occupancy(8):
90.5% (August 17, 2012)
 
 
TI/LC:
$0
Springing
     
2011 Occupancy:
91.3% (December 31, 2011)
 
 
JCPenney Reserve:
$0
Springing
     
2010 Occupancy:
91.5% (December 31, 2010)
 
             
2009 Occupancy:
92.4% (December, 31, 2009)
 
Financial Information(5)
 
(1)   Mayflower Realty LLC is a joint venture between Simon Property Group, L.P., the Canadian Pension Plan Investment Board and ND Properties, Inc., an entity owned by Teachers Institute and Annuity of America. See “The Borrower / Sponsor” herein.
(2)   The Original Balance of $75.0 million represents Note A-1 of a $115.0 million whole loan evidenced by two pari passu notes.  The pari passu companion loan is the A-2 Note in the original principal amount of $40.0 million.
(3)   The lockout period will be at least 26 payments dates beginning with and including the first payment date of September 11, 2012.  Defeasance of the full $115.0 million Emerald Square Mall whole loan is permitted on the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last note deposited into a securitization, and (ii) August 10, 2016.
(4)   See “Initial Reserves” and “Ongoing Reserves” herein.
(5)   DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Cut-off Date principal balance of $114,723,033.
(6)   Based on Total Collateral Sq. Ft. of 564,501.
(7)   Excludes Macy’s (182,070 sq. ft.), Sears (156,352 sq. ft.), and Macy’s  Home Store (120,000 sq. ft.), which are non-collateral anchors.
(8)   Current Occupancy is 94.8% based on Total Sq. Ft. of 1,022,923.
 
Cut-off Date Balance / Sq. Ft.(6):
$203
   
 
Balloon Balance / Sq. Ft.(6):
$166
     
 
Cut-off Date LTV:
68.7%
     
 
Balloon LTV:
56.1%
     
 
Underwritten NOI DSCR:
1.80x
     
 
Underwritten NCF DSCR:
1.71x
     
 
Underwritten NOI Debt Yield:
11.2%
     
 
Underwritten NCF Debt Yield:
10.7%
     
           
           
           
           
           
           
           
           
           
             
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-52

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
Tenant Summary
Tenant Mix
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total Collateral
Sq. Ft.
Lease 
Expiration
Total Sales
(000s)(2)
Sales PSF(2)
Occupancy Cost 
(% of Sales)(2)
Non-Collateral Anchors(3)
             
Macy’s
NR/Baa3/BBB
182,070
NAP
NAP
$38,700
$213
NAP
Sears
CCC/B3/CCC+
156,352
NAP
NAP
$20,900
$134
NAP
Macy’s Home Store
NR/Baa3/BBB
120,000
NAP
NAP
$8,900
$74
NAP
Total Non-Collateral Anchors
 
458,422
   
$68,500
$149
 
Collateral Anchor Tenants
             
JCPenney
BB+/NR/B+
188,950
33.5%
8/31/2019
$19,801
$105
4.7%
               
Major Tenants (> 10,000 sq. ft.)
             
Shoe Dept.
NR/NR/NR
16,796
3.0%
7/31/2021
$1,865
$111
12.0%
Forever 21
NR/NR/NR
11,102
2.0%
7/31/2015
$2,649
$239
19.4%
Total Major Tenants
 
27,898
4.9%
 
$4,514
$162
16.3%
               
In-line Tenants(2)
 
293,998
52.1%
 
$80,020
$352
17.8%
Total Occupied Collateral
 
510,846
90.5%
       
               
Vacant
 
53,655
9.5%
       
Total Collateral Sq. Ft.
 
564,501
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 (% of Sales) provided by the borrower as of July 31, 2012 and include tenants who reported sales for a minimum of 12 months.  In-line Tenant sales and occupancy cost shown above include restaurant, food court, kiosk, service and storage tenants.
(3)
Macy’s, Sears and Macy’s Home Store own their own stores.  Macy’s and the Macy’s Home Store pay CAM to the borrower.
 
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
6
12,011
2.1%
12,011
2.1%
$32.50
3.2%
3.2%
2013
35
63,443
11.2%
75,454
13.4%
$43.33
22.5%
25.7%
2014
14
42,459
7.5%
117,913
20.9%
$27.25
9.5%
35.2%
2015
18
64,906
11.5%
182,819
32.4%
$33.75
17.9%
53.1%
2016
5
17,664
3.1%
200,483
35.5%
$31.14
4.5%
57.6%
2017
4
13,552
2.4%
214,035
37.9%
$31.60
3.5%
61.1%
2018
8
26,721
4.7%
240,756
42.6%
$29.25
6.4%
67.5%
2019
9
213,103
37.8%
453,859
80.4%
$9.59
16.7%
84.2%
2020
5
11,062
2.0%
464,921
82.4%
$54.61
4.9%
89.1%
2021
8
31,640
5.6%
496,561
88.0%
$29.04
7.5%
96.7%
2022
3
8,397
1.5%
504,958
89.5%
$32.83
2.3%
98.9%
Thereafter
2
5,888
1.0%
510,846
90.5%
$22.32
1.1%
100.0%
Vacant
NAP
53,655
 9.5% 
564,501
100.0%
NAP
NAP
 
Total / Wtd. Avg.(2)
117
564,501
100.0%
   
$23.92
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.
(2)
Total / Wtd. Avg. excludes non-collateral anchors Macy’s, Sears and Macy’s Home Store.
 
The Loan.  The Emerald Square Mall loan (the “Emerald Square Mall Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 564,501 square foot portion of a three-story Class A super regional mall located in North Attleboro, Massachusetts (the “Emerald Square Mall Property”).  The Emerald Square Mall Property includes the JCPenney anchor tenant and all of the in-line stores. The three additional anchor tenants at the mall are Macy’s, Sears and Macy’s Home Store (non-owned and not part of 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.
 
 
B-53

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
The Emerald Square Mall Loan has an original principal balance of $75.0 million, which represents the controlling Note A-1 of a $115.0 million whole loan that is evidenced by two pari passu notes, and has a 10-year term and amortizes on a 30-year schedule.  Only the $75.0 million Note A-1 will be included in the COMM 2012-CCRE3 trust.  The Note A-1 will retain control over major servicing matters.  CCRE has reserved the right to further split Note A-2 into smaller pieces. The Emerald Square Mall Loan accrues interest at a fixed rate equal to 4.7100% and has a cut-off date balance of approximately $74.8 million.  Loan proceeds along with $8.2 million of equity from the borrower were used to, among other things, retire existing debt of $122.2 million and fund closing costs.  Based on the appraised value of $167.0 million as of July 27, 2012, the cut-off date LTV is 68.7%.  The most recent prior financing of the Emerald Square Mall Property was included in the BACM 2003-1 transaction.
 
Sources and Uses
Sources
Proceeds
% of Total   
 
Uses
Proceeds
% of Total  
Loan Amount
$115,000,000
93.3%
 
Loan Payoff
$122,165,466
99.1%
Sponsor Equity
$8,245,856
6.7%
 
Closing Costs
$1,080,390
0.9%
Total Sources
$123,245,856
100.0%
 
Total Uses
$123,245,856
100.0%
 
The Borrower / Sponsor.  The borrower, Mayflower Emerald Square, 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 Mayflower Realty LLC, solely with respect to its Series B Assets (the “Guarantor”).  Mayflower Realty LLC is owned as a joint venture between Simon Property Group, L.P., the Canadian Pension Plan Investment Board (“CPP”), and ND Properties, Inc. (“ND” Properties”), an entity owned by Teachers Insurance and Annuity Association of America (“TIAA”).  When originally formed, Mayflower Realty LLC included three entities, each one affiliated with Simon Property Group, L.P., TIAA or JP Morgan Investment Management (“JPMIM”).  In 2011, JPMIM sold its interest to an affiliate of CPP, which resulted in a restructuring of the ownership of Mayflower Realty LLC.  The restructured Mayflower Realty LLC has a Series A member who owns Series A assets and a Series B member who owns Series B assets.  Recourse is limited to the Series B Assets of the Guarantor.
 
Simon Property Group, L.P. (“SPG”) (NYSE:SPG) is an S&P 500 company and the largest public U.S. real estate company with the highest investment grade rating among U.S. regional mall companies (A-/Baa1/A- rated by Fitch/Moody’s/S&P).  As of December 31, 2011, SPG owned or had an interest in 337 properties in North America and Asia comprising 245 million square feet of GLA.  Additionally, in March of 2012, SPG acquired a 29% interest in Klepierre, a publicly-traded French REIT with a portfolio of approximately 270 shopping centers in 13 countries in Europe.  CPP invests on behalf of the Canadian Pension Plan’s 15 million Canadian contributors and beneficiaries.  As of June 30, 2011, the CPP had a total C$153.2 billion in assets including C$12.6 billion in real estate investments.  ND Properties, Inc. is a Delaware corporation owned by TIAA, one of the largest commercial real estate owners in the nation.  TIAA has more than 400 real estate investments in the United States and Europe with an equity investment of approximately $15 billion.
 
The Property.  The Emerald Square Mall Property consists of a three-story, enclosed super regional mall containing 1,022,923 sq. ft. of total leasable area, 564,501 sq. ft. of which is collateral for the Emerald Square Mall Loan.  Located along Route 1 in North Attleboro, Massachusetts, the shopping mall was originally opened in 1989 as a joint venture between New England Development and the Pyramid Companies.  In 1999, New England Development sold most of their shopping mall portfolio, including Emerald Square Mall, to a joint venture led by Simon Property Group, L.P. and Mayflower Realty LLC.
 
As of July 31, 2012, in-line tenants in occupancy who reported sales for a minimum of 12 months reported annual sales of $352 PSF and an occupancy cost of 17.8%.  As of August 17, 2012, the Emerald Square Mall Property was 90.5% occupied based on owned collateral and 94.8% occupied based on total square footage.
 
The Emerald Square Mall Property contains four anchor tenants including JCPenney (owned) and Macy’s, Sears and Macy’s Home Store (non-owned and not part of collateral).  Major tenants include Shoe Dept. and Forever 21.  The Emerald Square Mall Property is occupied by 114 additional in-line tenants, none of which occupy more than 1.7% of the total owned NRA.  National in-line tenants at the Emerald Square Mall Property include Victoria’s Secret, H&M, Abercrombie & Fitch, American Eagle Outiftters, Hollister Co., Champs Sports, Men’s Wearhouse, Foot Locker, Brookstone, LensCrafters, RadioShack and Aeropostale.  In-line tenant sales at the Emerald Square Mall Property have increased year over year since 2009 as shown in the table below:
 
 
 
 
 
 
 
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.
 
 
B-54

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
Historical Sales PSF(1)
 
2009
2010
2011
T-12 7/31/2012
Macy’s
$176
$204
$213
$213
Sears
$143
$138
$134
$134
Macy’s Home Store
$68
$72
$74
$74
JCPenney
$107
$124
$110
$105
Shoe Dept.
NAP
NAP
$57
$111
Forever 21
$251
$262
$250
$239
         
All In-line Tenants(2)
$314
$339
$340
$352
(1)
Historical Sales PSF is based on historical operating statements provided by the borrower.
(2)
In-line tenant sales include all U/W tenants less than 10,000 sq. ft. who have been in occupancy and reported sales for a minimum of 12 months. In-line tenant sales shown above include restaurant, food court, kiosk, service and storage tenants.
 
Environmental Matters.  The Phase I environmental report dated August 8, 2012 recommended no further action at the Emerald Square Mall Property.
 
The Market.  The Emerald Square Mall Property is located in North Attleboro, Massachusetts within Bristol County, which is in the southeastern section of Massachusetts, just over the northeast Rhode Island state line.  The Emerald Square Mall Property is easily accessible via Route 1 and located within the Route 1 Corridor, stretching from South Attleboro, approximately 2 miles south of the Emerald Square Mall Property, through the towns of North Attleboro and Plainville to Interstate-495, approximately 7 miles north of the Emerald Square Mall Property.  Development along Route 1 consists of a variety of commercial uses with locally oriented office buildings interspersed.  The Emerald Square Mall Property’s greater trade area spans an area encompassing approximately ten to fifteen miles around the center.  According to the appraisal, the 2012 population and average household income within a 5-mile radius were 156,776 and $67,119, respectively.
 
 
The appraiser analyzed a set of five comparable regional and super regional malls within the region proximate to the Emerald Square Mall Property.  The comparables have occupancies ranging from 75% to 100% with an average occupancy of 92%.  The appraiser’s competitive set compared to the Emerald Square Mall Property is detailed below:
 
Competitive Set (1)
Name
 
Emerald
Square Mall
Property
 
Providence Place
 
Warwick Mall
 
Silver City Galleria
 
Wrentham Village
 
Smithfield Crossing
Distance from Subject
 
NAP
 
10.6 miles
 
20.0 miles
 
29.1 miles
 
7.1 miles
 
14.1 miles
Property Type
 
Super Regional Mall
 
Super Regional Mall
 
Super Regional Mall
 
Super Regional Mall
 
Outlet Center
 
Power Center
Year Built / Renovated
 
1989 / 1999
 
1999 / NAP
 
1970 / 1991, 2010, 2012
 
1982 / 1998
 
1997 / NAP
 
2002 / NAP
Total Occupancy(2)
 
94.8%
 
89%
 
98%
 
75%
 
100%
 
99%
Anchor Size (Sq. Ft.)(2)
 
647,372
 
676,745
 
557,952
 
401,974
 
N/A
 
519,534
Total Size (Sq. Ft.)(2)
 
1,022,923
 
1,258,733
 
940,568
 
970,306
 
616,000
 
642,015
Anchors / Major Tenants
 
JCPenney, Macy’s, Sears, Macy’s Home Store
 
Bed, Bath & Beyond, JCPenney, Macy’s, Nordstrom
 
JCPenney, Macy’s, Target, Jordan’s Furniture
 
JCPenney, Macy’s, Sears
 
Barnes & Noble, Burberry, Hugo Boss, Nike, Versace, Sony
 
Barnes & Noble, Dick’s Sporting Goods, Home Depot, Kohl’s, Dave’s Fresh Market, Michaels, Old Navy, Staples, Target
(1)
Source: Appraisal
(2)
Total Occupancy, Anchor Size (Sq. Ft.) and Total Size (Sq. Ft.) for the Emerald Square Mall Property are based on the entire mall square footage of 1,022,923.
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-55

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2010
2011
T-12 6/30/2012
U/W
U/W PSF
Base Rent(1)
        $13,633,507
        $13,179,953
        $12,967,707
        $12,221,608
$21.65  
Value of Vacant Space
0
0
0
1,577,160
2.79  
Gross Potential Rent
        $13,633,507
        $13,179,953
   $12,967,707
        $13,798,768
$24.44  
Total Recoveries(2)
           7,983,221
       7,705,816
        7,327,371
         7,002,264
12.40  
Total % Rents
61,709
125,651
167,844
194,570
0.34  
Total Other Income
         1,965,901
          1,971,783
          1,867,593
1,836,818
3.25  
Less: Vacancy & Credit Loss(3)
             0
             0
             0
        (1,859,475)
(3.29)  
Effective Gross Income
$23,644,338
$22,983,203
$22,330,515
$20,972,944
$37.15  
Total Operating Expenses
8,852,758
8,596,870
8,219,854
8,077,292
14.31  
Net Operating Income
$14,791,580
$14,386,333
$14,110,661
$12,895,652
$22.84  
TI/LC
0
0
0
             563,531
1.00  
Capital Expenditures
0
0
0
112,900
0.20  
Net Cash Flow
 $14,791,580
 $14,386,333
 $14,110,661
 $12,219,222
$21.64  
           
(1)
U/W Base Rent includes $172,246 in contractual rent steps through August 31, 2013 and $422,990 from % in lieu tenants.  U/W Base Rent has decreased from T-12 Base Rent primarily due to nine tenants renegotiating leases at more sustainable occupancy cost levels.
(2)
U/W Total Recoveries adjusted accordingly based on contractual lease obligations and underwritten expenses.
(3)
U/W Vacancy & Credit Loss of $1,859,475 is based on economic vacancy of 8.9%.  The Emerald Square Mall Property is currently 90.5% physically occupied based on owned collateral.
 
Property Management.  The Emerald Square Mall Property is managed by Simon Management Associates, LLC, a borrower affiliate.
 
Lockbox / Cash Management.  The Emerald Square Mall 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 weekly to a cash management account under the control of the lender and amounts in this account are used to pay monthly debt service and any reserves due under the Emerald Square Mall Loan documents with any excess amounts remaining in this account to be returned to the borrower in accordance with the Emerald Square Mall Loan documents.
 
Additionally, all excess cash will be swept into a lender controlled account upon occurrence of a Lockbox Event, defined as (i) any event of default, (ii) a Lockbox DSCR Trigger Event, or (iii) a JCPenney Trigger Event until such Lockbox Event is cured.  A “Lockbox DSCR Trigger Event” means that the DSCR based on the trailing four calendar quarter periods immediately preceding the date of such determination is less than 1.20x for two consecutive quarters.  A “JCPenney Trigger Event” means the occurrence of any of the following: (i) JCPenney fails to give notice of its election to renew the JCPenney lease 12 months prior to the expiration of its lease, (ii) JCPenney “goes dark” or vacates the JCPenney premises, (iii) JCPenney files for bankruptcy or becomes insolvent, or (iv) JCPenney delivers a vacancy notice to borrower at any time during the term of the Emerald Square Mall Loan.  The Lockbox Event will end when (i) if the Lockbox Event is caused solely by an event of default, lender accepts a cure of such event of default (provided the Emerald Square Mall Loan has not been accelerated), (ii) if the Lockbox Event is caused solely by a Lockbox DSCR Trigger Event, the borrower achieves a DSCR of 1.20x for greater than two consecutive calendar quarters based on trailing four calendar quarters or (iii) if the Lockbox Event is caused solely by a JCPenney Trigger Event, there is a “JCPenney Trigger Event Cure”.  A “JCPenney Trigger Event Cure” means (i) a JCPenney lease extension has been executed or a JCPenney re-tenanting event occurs, (ii) JCPenney re-commences its operation at the JCPenney premises or a JCPenney re-tenanting event occurs or (iii) the affirmation of the JCPenney lease in the applicable bankruptcy proceeding, provided that JCPenney is currently paying all rents and other amounts due under the JCPenney lease.
 
Initial Reserves.  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.
 
 
B-56

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
Ongoing Reserves.  During the continuation of a DSCR Trigger Event Period, the Emerald Square Mall Loan documents require monthly escrows for (i) annual replacement reserves equal to $112,980 per year (subject to a cap of $225,960), (ii) annual rollover reserves equal to $565,200 per year (subject to a cap of $1,130,400), (iii) 1/12 of the estimated annual real estate taxes and other assessments and (iv) 1/12 of the estimated insurance premiums.
 
In addition, during the continuation of a JCPenney Trigger Event, any excess cash in the cash management account after payment of debt service, required reserves, approved operating expenses and other items required under the loan documents, will be transferred to the JCPenney reserve account, up to a cap of $3,800,000.
 
“DSCR Trigger Event Period” means the period commencing on the occurrence of a DSCR Trigger Event and continuing until the occurrence of a DSCR Trigger Event Cure.
 
“DSCR Trigger Event” means, as of the date of determination, the DSCR based on the trailing four calendar quarter period immediately preceding the date of such determination is less than 1.30x for two consecutive calendar quarters.
 
“DSCR Trigger Event Cure” means the achievement of a DSCR of at least 1.30x for two consecutive calendar quarters based upon the trailing four calendar quarter period immediately preceding the date of determination.
 
Current Mezzanine or Subordinate Indebtedness.  None.
 
 
Future Mezzanine or Subordinate Indebtedness Permitted.  None.
 
Partial Release.  The Emerald Square Mall Loan documents permit the borrower, without lender consent, to obtain the release of any non-material or non-income producing portion of the Emerald Square Mall Property, provided, among other things, that the borrower delivers to the lender (i) an officer’s certificate stating that such release and transfer will not result in a material adverse effect on the Emerald Square Mall Property, (ii) evidence that (a) the Emerald Square Mall Property continues to comply with all applicable legal and zoning requirements and (b) the existing title insurance policy continues in full force and effect and (iii) the Emerald Square Mall Property is in compliance with REMIC requirements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-57

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
(GRAPHIC)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-58

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
(GRAPHIC)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-59

 
 
999 South Washington Street
North Attleboro, MA 02760
Collateral Asset Summary
Emerald Square Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$74,819,369
68.7%
1.71x
11.2%
 
(MAP)
 
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.
 
 
B-60

 
 
 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%
 
(IMAGE)
 
 
 
 
 
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.
 
 
B-61

 

 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Portfolio of 5 Properties
Loan Purpose:
Refinance
 
Property Type:
Industrial
Sponsor:
Donald A. Levine; Lewis Heafitz;
 
Collateral:
Fee Simple
 
Neal S. Shalom
 
Location:
Various (Massachusetts, Oklahoma
Borrower:
Various
   
and New Hampshire)
Original Balance:
$72,000,000
 
Year Built / Renovated:
1970-1999  / 1973-1995
Cut-off Date Balance:
$72,000,000
 
Total Sq. Ft.:
1,246,125
% by Initial UPB:
-.-%
 
Property Management:
Equity Industrial Partners Corp.
Interest Rate:
4.9000%
 
Underwritten NOI:
$6,723,266
Payment Date:
6th of each month
 
Underwritten NCF:
$6,279,706
First Payment Date:
October 6, 2012
 
Appraised Value:
$97,150,000
Maturity Date:
September 6, 2017
 
Appraisal Date:
August 2012
Amortization:
Interest Only for first 12 months; 360
     
 
months thereafter
 
Historical NOI
Additional Debt:
None
 
 TTM NOI:
$6,559,847 (T-12 July 31, 2012)
Call Protection:
L(25), D(32), O(3)
 
 2011 NOI:
$6,559,810 (December 31, 2011)
Lockbox / Cash Management:
Hard / In Place
 
 2010 NOI:
NAV
             
Reserves(1)
 
Historical Occupancy
 
Initial
Monthly
   
 Current Occupancy:
  99.8% (August 31, 2012)
Taxes:
$277,333
$46,625
   
 2011 Occupancy:
  92.8% (December 31, 2011)
Insurance:
$45,992
$11,498
   
 2010 Occupancy:
  96.5% (December 31, 2010)
Replacement:
$0
$11,963
   
(1)   See “Initial Reserves” and “Ongoing Reserves” herein.
(2)   Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 1.88x and 1.76x, respectively.
TI/LC:
$1,000,000
$25,000
   
Required Repairs:
$181,863
$0
   
Shaw’s TI Reserve:
$513,750
$0
   
Rent Concessions Reserve:
$159,750
$0
   
Occupancy Reserve:
$0
Springing
   
         
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
$58
     
Balloon Balance / Sq. Ft.:
$54
     
Cut-off Date LTV:
74.1%
     
Balloon LTV:
69.5%
     
Underwritten NOI DSCR(2):
1.47x
     
Underwritten NCF DSCR(2):
1.37x
     
Underwritten NOI Debt Yield:
9.3%
     
Underwritten NCF Debt Yield:
8.7%
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-62

 

 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%
 
  Portfolio Summary
 Property Name
Location
Total Sq. Ft.
Year Built / Renovated
Allocated Mortgage
Loan Amount(1)
Appraised Value
Occupancy(2)
 
 Greenland
Greenland, NH
367,147
1980 / 1995
$24,500,000
$33,100,000
   100.0%(3)
 
 Methuen
Methuen, MA
291,400
1985 / 1991
22,650,000
30,300,000
100.0%
 
 Rochester
Rochester, NH
211,619
1981 / 1994
9,400,000
13,100,000
99.1%
 
 Gloucester
Gloucester, MA
165,959
1970 / 1973,1986
8,250,000
11,050,000
100.0%
 
 Oklahoma City
Oklahoma City, OK
210,000
1999 / NAP
7,200,000
9,600,000
100.0%
 
 Total / Wtd. Avg.
 
1,246,125
 
$72,000,000
$97,150,000
99.8%
 
(1)  
See “Release of Property” herein.
(2)  
Physical occupancies based on the rent rolls dated August 31, 2012.
(3)  
Bauer leases 29,573 SF at the Greenland Property (8.1% of the Property NRA; 13.6% of U/W base rent) which is currently dark but guaranteed by Nike, which is rated NR/A1/A+ by Fitch/Moody’s/S&P.
 
Tenant Summary
 
 Tenant
Property
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
 
 Cole Haan(3)
Greenland
NR/A1/A+
329,551
26.4%
 
$5.93
26.8%
5/31/2014
 Shaw’s
Methuen
CCC/B3/B
291,400
23.4%
 
$7.47
29.9%
10/31/2022
 Gloucester Engineering
Gloucester
NR/NR/NR
165,959
13.3%
 
$5.30
12.1%
12/31/2017
 Stonewall Kitchens
Rochester
NR/NR/NR
125,502
10.1%
 
$4.65
8.0%
 6/30/2020
 International Paper Company(4)
Oklahoma City
NR/Baa3/BBB
90,000
7.2%
 
$3.70
4.6%
2/28/2018
 Total Major Tenants
   
1,002,412
80.4%
 
$5.91
81.3%
 
 Remaining Tenants
   
241,713
19.4%
 
$5.63
18.7%
 
 Total Occupied Collateral
   
1,244,125
99.8%
 
$5.86
100.0%
 
 Vacant
   
2,000
0.2%
       
 Total
   
1,246,125
100.0%
       
                 
(1)  
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)  
U/W Base Rents PSF are based on triple net leases.
(3)  
Cole Haan’s space is comprised of 313,675 sq. ft. of warehouse space and 15,876 sq. ft. of office space, with U/W Base Rent PSF of $5.68 and $10.82, respectively.
(4)  
International Paper Company lease commenced on August 1, 2012 and is currently in its free-rent period, with full rent commencing in March 2013.  A reserve was established at closing to cover rent payments on the International Paper Company space through March 2013.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-63

 

 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%

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
 
2
2,276
 
0.2%
 
2,276
 
0.2%
 
$23.90
 
0.7%
 
0.7%
 
2012
 
0
0
 
0.0%
 
2,276
 
0.2%
 
$0.00
 
0.0%
 
0.7%
 
2013
 
1
12,751
 
1.0%
 
15,027
 
1.2%
 
$4.04
 
0.7%
 
1.5%
 
2014
 
5
427,147
 
34.3%
 
442,174
 
35.5%
 
$6.08
 
35.7%
 
37.1%
 
2015
 
1
20,000
 
1.6%
 
462,174
 
37.1%
 
$6.68
 
1.8%
 
38.9%
 
2016
 
1
69,090
 
5.5%
 
531,264
 
42.6%
 
$4.18
 
4.0%
 
42.9%
 
2017
 
1
165,959
 
13.3%
 
697,223
 
56.0%
 
$5.30
 
12.1%
 
55.0%
 
2018
 
2
130,000
 
10.4%
 
827,223
 
66.4%
 
$4.01
 
7.1%
 
62.1%
 
2019
 
0
0
 
0.0%
 
827,223
 
66.4%
 
$0.00
 
0.0%
 
62.1%
 
2020
 
1
125,502
 
10.1%
 
952,725
 
76.5%
 
$4.65
 
8.0%
 
70.1%
 
2021
 
0
0
 
0.0%
 
952,725
 
76.5%
 
$0.00
 
0.0%
 
70.1%
 
2022
 
1
291,400
 
23.4%
 
1,244,125
 
99.8%
 
$7.47
 
29.9%
 
100.0%
 
Thereafter
 
0
0
 
0.0%
 
1,244,125
 
99.8%
 
$0.00
 
0.0%
 
100.0%
 
Vacant
 
NAP
2,000
 
0.2%
 
1,246,125
 
100.0%
 
NAP
 
 NAP
     
 Total / Wtd. Avg.
 
15
1,246,125
 
100.0%
         
      $5.86
 
   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.

The Loan.    The EIP Industrial Portfolio loan (the “EIP Industrial Portfolio Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in five industrial properties located in Massachusetts, New Hampshire and Oklahoma, containing an aggregate of 1,246,125 square feet (each, a “Property,” and collectively, the “EIP Portfolio Properties” or the “Portfolio”). The EIP Industrial Portfolio Loan has a five-year term and amortizes on a 30-year schedule after an initial one-year interest only period. The EIP Industrial Portfolio Loan accrues interest at a fixed rate equal to 4.9000% and has a cut-off date balance of $72.0 million. Loan proceeds were used to retire existing debt of approximately $64.1 million, giving the borrower a return of equity of approximately $3.9 million. Based on the aggregate appraised value of $97.2 million, as of August 2012, the cut-off date LTV is 74.1% and the remaining implied equity is $25.2 million. The most recent prior financings of the EIP Portfolio Properties were not included in a securitization.

Sources and Uses
Sources
Proceeds
 
% of Total
 
Uses
Proceeds
 
% of Total
Loan Amount
$72,000,000
 
100.0%
 
Loan Payoff
$64,094,476
 
89.0%
         
Reserves
2,178,688
 
3.0%
         
Closing Costs
1,802,479
 
2.5%
         
Return of Equity
3,924,356
 
5.5%
Total Sources
$72,000,000
 
100.0%
 
Total Uses
$72,000,000
 
100.0%

The Borrower / Sponsor.    The borrowers, 100 Danton Associates LLC, EIP Amarosa Drive LLC, EIP Dory Road LLC, EIP Ocean Road LLC and EIP OK LLC are each a single purpose Delaware limited liability company structured to be bankruptcy remote, each with two independent directors in its organizational structure. The sponsors of the borrowers and the nonrecourse carve-out guarantors are Lewis Heafitz, Donald A. Levine and Neal S. Shalom, jointly and severally, who are directors and shareholders of Equity Industrial Partners Corp. (“EIP”).
 
EIP is a developer and operator of industrial real estate.  EIP was founded in 1995 by the sponsors and currently owns and operates approximately 15.5 million sq. ft. of industrial property located throughout the United States.
 
The Properties. The EIP Portfolio Properties are located in Rochester and Greenland in New Hampshire, Methuen and Gloucester in Massachusetts, and Oklahoma City in Oklahoma. The EIP Portfolio Properties are 99.8% occupied by 12 tenants with 15 leases as of August 31, 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.
 
 
B-64

 

 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%
 
Greenland, NH (29.5% of Portfolio NRA, 32.4% of U/W Base Rent) The Greenland Property is a 367,147 sq. ft. industrial warehouse/distribution building located directly adjacent to Interstate 95 in Greenland, New Hampshire. The Property was built in 1980 (renovated in 1995) for Cole Haan, a subsidiary of Nike. Cole Haan currently occupies 89.8% of the Property’s NRA, with 313,675 sq. ft. of warehouse space, as well as 15,876 sq. ft. of office space. Nike (rated NR/A1/A+ by Fitch/Moody’s/S&P) guaranteed the lease for the entire space through 2014 in connection with a sale-leaseback transaction in 2009. The Property functions as Cole Haan’s sole distribution center in the US, and serves over 80 of its retail stores, wholesale retail customers, and online orders.
 
Methuen, MA (23.4% of Portfolio NRA, 29.9% of U/W Base Rent) The Methuen Property is a 291,400 sq. ft. single-tenant, industrial warehouse property located directly adjacent to Interstate 93 in Methuen, Massachusetts. The Property was built in 1985 and expanded in 1991 and the owners are currently funding capital improvements including replacing the roof. The Property has been 100.0% leased to Shaw’s supermarkets (now a subsidiary of Supervalu) since 1989 serving as a main distribution facility for the supermarket chain.  There are over 85 Shaw’s supermarkets within a 50 mile radius of the Property. Shaw’s recently executed a lease amendment extending its current term through October 2022. 97.0% of the NRA consists of refrigerated cold storage.
 
Rochester, NH (17.0% of Portfolio NRA, 13.4% of U/W Base Rent) The Rochester Property is a 211,619 sq. ft. industrial flex property located in Rochester, New Hampshire. The Property was built in 1981 and renovated in 1994 and is 99.1% leased to four tenants as of August 31, 2012. The two major tenants are Stonewall Kitchens (59.3% of the Property NRA, lease expires 6/30/2020) and Northeast Nonwovens (32.6% of the Property NRA, lease expires 9/30/2016). Stonewall Kitchens’ space includes a warehouse retail storefront and offices (20,065 sq. ft.), and warehouse and distribution space (105,437 sq. ft.). Northeast Nonwovens’ space consists of light manufacturing industrial space (67,653 sq. ft.) as well as offices (1,437 sq. ft).
 
Gloucester, MA (13.3% of Portfolio NRA, 12.1% of U/W Base Rent) The Gloucester Property is a 165,959 sq. ft. single-tenant, industrial flex property located at the terminus of Route 128 in Gloucester, Massachusetts at the entrance to Blackburn Industrial Park. The Property was built in 1970 with additions constructed in 1973 and 1986. The Property is 100.0% leased to Gloucester Engineering, which has occupied the Property since it was built. Improvements consist of 139,959 sq. ft. of warehouse space and 26,000 sq. ft. of office space, which serves as the company’s corporate headquarters. Gloucester Engineering recently renewed its lease for an additional five years commencing January 1, 2013 at a rate of $5.30 per square foot.
 
Oklahoma City, OK (16.9% of Portfolio NRA, 12.3% of U/W Base Rent) The Oklahoma City Property is a 210,000 sq. ft. industrial warehouse property located approximately eight miles from the Oklahoma City central business district and three miles from Oklahoma City’s Will Rogers World Airport. The Property was built in 1999 and is 100% leased to four credit rated tenants as follows: (i) International Paper Company (rated NR/Baa3/BBB by Fitch/Moody’s/S&P, 42.9% of the Property NRA, lease expires 2/28/2018), (ii) Fed Ex Ground (rated NR/Baa1/BBB by Fitch/Moody’s/S&P, 28.6% of Property NRA, lease expires 9/30/2014), (iii) Schweppes, which is part of the Dr. Pepper Snapple Group (rated NR/Baa1/BBB by Fitch/Moody’s/S&P, 19.0% of the Property NRA, lease expires 2/28/2018), and (iv) the Summers Group, a subsidiary of Rexel (rated BB/Ba2/BB by Fitch/Moody’s/S&P, 9.5% of the Property NRA, lease expires 4/30/2015).
 
Environmental Matters.    The Phase I environmental reports dated August 2012 are summarized below:
 
Gloucester Property – An Asbestos Operation and Maintenance Plan was recommended and has been implemented. Additionally, the Property is located within the boundaries of a state hazardous waste site, which exists primarily on an adjacent parcel.  Remediation is being performed by the responsible party under state supervision. The Massachusetts Department of Environmental Protection granted a status of “no significant risk of harm to health, public welfare and the environment” for this contamination issue. The environmental consultant recommended periodic review of remedial action records for this issue.
 
Greenland Property – An Asbestos Operation and Maintenance Plan was recommended and has been implemented.
 
Methuen Property – An Asbestos Operation and Maintenance Plan was recommended and has been implemented. Additionally, the property was included on a state list that indicated nine reported releases of diesel fuel or fuel oil (ranging from 19 to 50 gallons since 1997).  Each spill was cleaned up and the Massachusetts Department of Environmental Protection issued a response outcome statement for each incident stating that there is no significant risk of harm to health, public welfare, safety and the environment.
 
Oklahoma City Property – Report recommended no further action.
 
Rochester Property – An Asbestos Operation and Maintenance Plan was recommended and has been implemented.
 
 
 
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.
 
 
B-65

 

 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%
 
The Market.    The EIP Portfolio Properties are located in five cities within three states. Gloucester, Greenland, Methuen and Rochester are located in the Greater Boston MSA Industrial market. Greenland and Rochester are both located in the Southern New Hampshire Industrial submarket. Gloucester is part of the Route 128 North Industrial submarket. Methuen is in the Route 495 Northeast Industrial submarket.  Oklahoma City is part of the Southwest Industrial submarket within the Oklahoma City Industrial market. The following chart compares market data to the EIP Portfolio Properties.
 
EIP Industrial Portfolio Market Comparison
   
 
Property Type(1)
 
Occupancy
Rental Rate PSF
Property Name
City
Submarket
Phys.(2)
Mkt.(1)
U/W(3)
Mkt. (1)
Greenland
Greenland, NH
Warehouse
S. New Hampshire
100.0%(4)
96.6%
$6.43
$5.25
Methuen
Methuen, MA
Warehouse
Rt. 495 Northeast
100.0%
91.3%
$7.47
    $6.67(5)
Rochester
Rochester, NH
Flex
S. New Hampshire
99.1%
93.7%
$4.66
$3.25
Gloucester
Gloucester, MA
Flex
Rt. 128 North
100.0%
97.0%
$5.30
$8.60
Oklahoma City
Oklahoma City, OK
Warehouse
OKC - Southwest
100.0%
94.4%
$4.25
$3.47
Total / Wtd. Avg.
     
99.8%
94.6%
$5.86
$5.39
(1)  
Occupancy and Rental Rates PSF are based on the industrial subsector and submarket as determined by the appraiser.
(2)  
Physical Occupancy based on the rent rolls dated August 31, 2012.
(3)  
U/W Base Rent includes contractual rent increases through June 2013 and rent averaging through the loan term for International Paper Company. International Paper Company has an initial lease expiration in 2018 and is rated NR/Baa3/BBB by Fitch/Moody’s/S&P.
(4)  
Bauer leases 29,573 SF at the Greenland Property (8.1% of the Property NRA; 13.6% of U/W base rent) which is currently dark but guaranteed by Nike, which is rated NR/A1/A+ by Fitch/Moody’s/S&P.
(5)  
Market rent for the Methuen Property does not reflect the premium associated with cold storage space.

Greater Boston Industrial Market
The Greater Boston MSA Industrial market ended 2Q2012 with a vacancy rate of 10.9%, marking a decrease over previous quarters. Net absorption totaled a positive 1,160,602 sq. ft. in the second quarter alone. Furthermore, a decrease in vacant sublease space of 2,320,270 sq. ft. was also identified in the market.  There were a total of four buildings delivered in the Greater Boston MSA Industrial market totaling 167,881 sq. ft., with 423,498 sq. ft. still under construction. The total Boston industrial market contains approximately 494.1 million sq. ft. of industrial space.
 
Southern New Hampshire Submarket
The Southern New Hampshire submarket contains approximately 61,663,216 sq. ft. of existing inventory and as of 2Q2012 was 9.5% vacant. The submarket’s average asking rent as of 2Q2012 was $6.30 PSF. The Greenland Property is approximately 50 miles south on Interstate 95 from Cole Haan’s corporate headquarters and just four miles from the Pease International Tradeport located in the city of Portsmouth, New Hampshire. According to the appraiser, the Greenland submarket has a vacancy rate of 3.4% and an average asking rent of $5.25 PSF.  The Rochester Property is located approximately 32 miles from Stonewall Kitchens’ Corporate Headquarters located in York, Maine and serves both the Maine and Northern New Hampshire area.  The Rochester Property is easily accessible via Interstate 95 and Route 16.  According to the appraiser, the Rochester submarket has a vacancy rate of 6.3% and an average asking rents of $3.25 PSF.  Both the Greenland Property and the Rochester Property benefit from their New Hampshire locations through some of the lowest taxes in the country including no sales tax, use tax, broad-base income tax, capital gains tax or inventory tax.
 
Route 495 Northeast Submarket
The Methuen Property is a high bay industrial property located within Route 495 Northeast submarket which as of 2Q2012 contains 11,183,261 sq. ft. of inventory that is 11.3% vacant with average asking rents of $6.69 PSF. High bay industrial properties (ceilings in excess of 20 feet) within the submarket had a vacancy rate of 8.7% and average asking rents of $6.67 PSF.  The Methuen Property is a special use cold storage facility so the appraiser also prepared a survey of cold storage facilities consisting of 14 properties within the Property’s region, comparable to the Property. The peer group averaged 100% occupancy with weighted average rents ranging between $4.75 PSF and $9.00 PSF.
 
Route 128 North Submarket
The Route 128 North submarket contains approximately 22,265,961 sq. ft. of inventory, which as of 2Q2012 is 14.2% vacant with quoted rates averaging $7.82 PSF. The Gloucester Property is located in the Gloucester/Essex area within the Route 128 North submarket. According to the appraisal, the Gloucester/Essex area is a niche market within the larger submarket. Tenants in the area are typically long-term occupants, as is the case with Gloucester Engineering who has been a tenant at the subject property for over 40 years. The appraiser analyzed a peer group within the Gloucester/Essex area consisting of 9 properties that averaged 97.0% occupancy with weighted average rents of $8.60 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.
 
 
B-66

 

 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%
 
Oklahoma City Industrial Market and Southwest Submarket
The Oklahoma City Industrial market ended 2Q2012 with an overall vacancy rate of 6.0%, unchanged over the previous quarter. Average rental rates ended the quarter at $3.90 PSF, a 0.5% increase over the previous quarter when average rental rates were $3.88 PSF. One building was delivered to the market totaling 25,000 sq. ft., with 37,638 sq, ft still under construction at the end of 2Q2012.  Net absorption for the overall Oklahoma City Industrial market was positive 21,588 sq. ft. in 2Q2012.  Within the Southwest Submarket, the average quoted rental rate within the warehouse sector was $3.47 PSF at the end of the 2Q2012, with a vacancy rate of 5.6%.
 
Cash Flow Analysis.

Cash Flow Analysis
 
 
           2011
 
 T-12 7/31/2012
 
         U/W
 
 U/W PSF
 Base Rent(1)
$6,782,681
 
$6,875,857
 
$7,288,260
 
$5.86
 
 Value of Vacant Space
0
 
0
 
8,000
 
0.01
 
 Gross Potential Rent
$6,782,681
 
$6,875,857
 
$7,296,260
 
$5.86
 
 Total Recoveries
1,890,317
 
1,853,165
 
2,030,363
 
1.63
 
 Total Other Income
0
 
10,085
 
10,085
 
0.01
 
 Less: Vacancy(2)
             0
 
             0
 
        (431,962)
 
(0.35)
 
 Effective Gross Income
$8,672,998
 
$8,739,107
 
$8,904,746
 
$7.15
 
 Total Operating Expenses
2,113,188
 
2,179,260
 
2,181,479
 
1.75
 
 Net Operating Income
$6,559,810
 
$6,559,847
 
$6,723,266
 
$5.40
 
 TI/LC
0
 
0
 
300,000
 
0.24
 
 Capital Expenditures
0
 
0
 
143,561
 
0.12
 
 Net Cash Flow
$6,559,810
 
$6,559,847
 
 $6,279,705
 
$5.04
 
(1)  
U/W Base Rent includes $303,691 in contractual rent increases through June 2013, and rent averaging through the loan term for International Paper Company. International Paper Company has an initial lease expiration in 2018 and a credit rating of NR/Baa3/BBB by Fitch/Moody’s/S&P.
(2)  
Underwritten vacancy of 4.6% of gross income, compared to physical vacancy of 0.2%.

Property Management.    The EIP Portfolio Properties are managed by Equity Industrial Partners Corp., a borrower affiliate.
 
Lockbox / Cash Management.    The EIP Industrial Portfolio Loan is structured with a hard lockbox and in place cash management. A cash trap commences upon: (i) any event of default until the event of default is cured or waived, (ii) any bankruptcy action of a borrower,  guarantor, or property manager, and will cease, with respect to a bankruptcy action of the property manager only, if a qualified manager is approved as replacement manager, (iii) if the DSCR is less than 1.20x on the last day of any calendar quarter, until such time that the DSCR for the trailing 12-month period is at least 1.35x for four consecutive calendar quarters, (iv) with respect to the Nike, Cole Haan, Bauer, Shaw’s or Gloucester Engineering leases, (a) upon the earlier of (1) 12 months prior to the such lease expiration date or  (2) when such tenant is required to notify landlord of its intention to renew it lease (if applicable) or (b) 12 months prior to expiration of the Nike guaranty of the Bauer lease until such time that borrower has entered into an acceptable lease extension or replacement lease, the DSCR at the end of two calendar quarters has been at least 1.35x, and all related leasing expenses have been paid in full or reserved for, or (v) if Nike, Cole Haan, Shaw’s, or the Nike guarantor of the Bauer premises is (a) subject to bankruptcy action, (b) terminates its lease or gives notice of its intent to terminate or allow to expire or, (c) Nike, Cole Haan, Shaw’s, or Gloucester Engineering fails to continue to operate and continues until borrower has one or more acceptable replacement leases and DSCR at the end of two calendar quarters has been at least 1.35x and all related leasing expenses have been paid in full or reserved for.
 
Initial Reserves.    At closing, the borrower deposited (i) $1,000,000 into the rollover reserve account, (ii) $159,750 into the rent concessions reserve (representing six months of rent for International Paper Company whose rent commences March 2013), (iii) $277,333 into a tax reserve account, (iv) $45,992 into an insurance reserve account and (v) $696,181 into the required repairs reserve account, which represents 125% of the $556,945 in immediate repairs recommended in the engineering reports (including Shaw’s TI reserve of $411,000 to finish replacing Methuen Property’s roof).
 
Ongoing Reserves.    On a monthly basis the borrower is require to deposit reserves of (i) $46,625 into a monthly tax reserve account, (ii) $11,498 into a monthly insurance reserve account, (iii) $11,963 into a capital expenditure account and (iv) $25,000 into a rollover reserve account (subject to a $900,000 cap in certain circumstances).
 
 
 
 
 
 
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.
 
 
B-67

 

 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
Substitution of Properties. None permitted.
 
Partial Release.  The borrower has the right, with respect to the Gloucester Property, to obtain the release of undeveloped portion of the Property that is currently subject to a ground lease (leased to an affiliate of such borrower and for which no value was attributed in the underwriting of the EIP Industrial Portfolio Loan). It is anticipated that this parcel will be released from the lien of the mortgage in connection with the contemplated development of two wind turbines.  Release requires, among other things, (i) compliance with the REMIC requirements, (ii) a DSCR, excluding the release parcel, for each of the Gloucester Property and the EIP Portfolio Properties that is at least 1.35x, and (iii) an LTV ratio, excluding the release parcel, for each of the Gloucester Property and the EIP Portfolio Properties that is equal to or less than 75%.
 
On any date that is at least two years after the securitization closing date, the borrower is permitted to cause the partial defeasance and release of an individual Property, subject to satisfaction of certain conditions, including but not limited to: (a) after the defeasance, the remaining properties must have a DSCR of at least 1.40x and an LTV ratio of not more than 65% and (b) payment to lender of the defeasance deposit of, with respect to a release of (i) the Gloucester or Rochester Properties, 110% of the allocated loan amount and (ii) the Greenland, Methuen or Oklahoma City Properties, 130% of the allocated loan amount; provided that (x) the first partial defeasance, must include the Gloucester Property as a release property and (y) after any such partial defeasance, the remaining properties may not consist solely of the Gloucester and/or the Rochester Property.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-68

 

 
Collateral Asset Summary
EIP Industrial Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$72,000,000
74.1%
1.37x
9.3%
 
(MAP)
 
 
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.
 
 
B-69

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%
 
(PICTURE)
 
 
 
 
 
 
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.
 
 
B-70

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%

Mortgage Loan Information   Property Information
Loan Seller:
GACC
       
Single Asset / Portfolio:
Portfolio of Two Properties
Loan Purpose:
Refinance
     
Property Type:
Retail / Office / Multifamily
Sponsor:
Douglas Jemal; Norman D. Jemal
 
Collateral:
Fee Simple
Borrower:
Jemal’s Douglas Stereo L.L.C.;
 
Location:
Washington, DC
 
Jemal’s Historic Row L.L.C.
 
Year Built / Renovated:
1875 / 2002 and 2005 / NAP
Original Balance:
$55,000,000
     
Total Sq. Ft.(5):
138,374
Cut-off Date Balance:
$54,868,616
     
Property Management:
Douglas Development Corp.; Bozzuto
% by Initial UPB:
-.-%
         
Management Company
Interest Rate:
4.7500%
     
Underwritten NOI:
$4,440,387
Payment Date:
6th of each month
     
Underwritten NCF:
$4,416,941
First Payment Date:
September 6, 2012
     
Appraised Value:
$83,000,000
Maturity Date:
August 6, 2022
     
Appraisal Date:
June 2012
Amortization:
360 months
         
Additional Debt:
None
        Historical NOI
Call Protection(1)(2):
L(26), D(89), O(5)
     
TTM NOI:
$4,549,882 (T-12 May 31, 2012)
Lockbox / Cash Management:
Hard / In Place
 
2011 NOI:
$4,406,440 (December 31, 2011)
           
2010 NOI:
$3,731,400 (December 31, 2010)
Reserves(3)  
2009 NOI:
$3,744,611 (December 31, 2009)
   
Initial  
  
Monthly 
     
Taxes:
 
$616,745  
 
$99,456  
 
Historical Occupancy(5)
Insurance:
 
$8,188  
 
$1,594  
 
Current Occupancy(6):
80.4% (July 31, 2012)
Replacement:
 
$0  
 
$3,197  
 
2011 Occupancy:
95.8% (December 31, 2011)
TI/LC:
 
$2,225,000  
 
$8,648  
 
2010 Occupancy:
88.4% (December 31, 2010)
Shake Shack Rent Reimbursement:
$916,000  
 
$0  
 
2009 Occupancy:
79.6% (December 31, 2009)
Bajaj Rent Reimbursement:
 
$433,000  
 
$0  
 
(1)   If, on any date after the lockout period ends, the borrower does not satisfy the disbursement conditions of the earnout reserve, the borrower may effect a partial defeasance of the 425 7th Street and 800 F Street Loan, with respect to the amount then on deposit in the earnout reserve.
(2)   Partial release of individual properties is permitted. See “Partial Release” herein.
(3)   See “Initial Reserves” herein and “Ongoing Reserves” herein.
(4)   The LTV and Debt Yield calculations are based on the whole loan balance net of the $4.8 million earnout. Based on the Cut-off Date Balance of approximately $54.9 million, the Cut-off Date LTV and Underwritten NOI Debt Yield are 66.1% and 8.1%, respectively.
(5)   Total Sq. Ft. and Occupancy exclude 15,083 sq. ft. throughout nine multifamily units that are 100% occupied.
(6)   Current Occupancy includes Bajaj Restaurant (8,320 sq. ft.), which has signed its lease and is expected to begin paying full rent in September 2013 and Shake Shack (3,205 sq. ft.), which has signed its lease and is expected to take occupancy in Spring 2013, and begin paying full rent in August 2014. Reimbursement reserves for free rent and concessions were established at closing in connection with both tenants.
Spy Museum Sweep:
 
$0  
 
Springing  
 
Shake Shack Holdback:
 
$5,000,000  
 
$0  
 
Earnout:
 
$4,800,000  
 
$0  
 
           
Financial Information  
Cut-off Date Balance / Sq. Ft.:
 
$397
     
Balloon Balance / Sq. Ft.:
 
$324
     
Cut-off Date LTV(4):
 
60.3%
     
Balloon LTV(4):
 
48.2%
     
Underwritten NOI DSCR:
 
1.29x
     
Underwritten NCF DSCR:
 
1.28x
     
Underwritten NOI Debt Yield(4):
 
8.9%
     
Underwritten NCF Debt Yield(4):
 
8.8%
     
           
           
 
Property Name
Property Type
Location
Sq. Ft.(1)
Year Built / Renovated
Allocated
Loan Amount
Appraised Value
Occupancy(1)(2)
 800 F Street
Retail / Office / Multifamily
Washington, DC
103,593
1875 / 2002
$41,481,928
$62,600,000
75.9%
 425 7th Street
Retail / Office
Washington, DC
34,781
2005 / NAP
$13,518,072
$20,400,000
93.9%
 Total / Wtd. Average:
   
138,374
 
$55,000,000
$83,000,000
80.4%
  (1)
   Excludes nine collateral multifamily units totaling 15,083 sq. ft. at 800 F Street.
  (2)
   Occupancy as of July 31, 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.
 
 
B-71

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%
 
Tenant Summary
 
Tenant
Ratings
(Fitch/Moody’s/S&P)
Net Rentable
Area (Sq. Ft.)(1)
% of Net
Rentable Area(1)
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
 
The Spy Museum
NR/NR/NR
57,475
41.5%
 
$42.94
48.1%
7/31/2017
Carmine’s DC, LLC
NR/NR/NR
18,600
13.4%
 
$43.01
15.6%
8/31/2025
Bajaj Restaurant(2)
NR/NR/NR
8,320
6.0%
 
$48.08
7.8%
7/31/2022
Washington Media Group
NR/NR/NR
6,601
4.8%
 
$45.80
5.9%
11/30/2014
Rasika, LLC
NR/NR/NR
4,183
3.0%
 
$37.00
3.0%
4/30/2016
Total Major Tenants
 
95,179
68.8%
 
$43.34
80.5%
 
Remaining Tenants(3)
 
16,123
11.7%
 
$62.09
19.5%
 
Total Occupied Collateral
 
111,302
80.4%
 
$46.05
100.0%
 
Vacant
 
27,072
19.6%
       
Total
 
138,374
100.0%
       
               
(1) 
Excludes nine collateral multifamily units with a total of 15,083 sq. ft. at 800 F Street.
(2) 
Bajaj Restaurant has signed a lease that began August 1, 2012. Bajaj Restaurant will begin paying rent on the earlier to occur of the restaurant opening and September 2013. A reserve was established at closing to cover rent payments on the Bajaj Restaurant space through September 2013.
(3) 
Remaining Tenants includes Shake Shack, which has signed its lease and is expected to take occupancy in Spring of 2013 and begin paying full rent in August 2014. A reserve was established at closing in connection with this tenant, with 24 months of rent reserved in the Shake Shack rent reimbursement account.
 
Lease Rollover Schedule(1)(2)
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
1
2,009
1.5%
2,009
1.5%
$51.92
 
2.0%
2.0%
2013
0
0
0.0%
2,009
1.5%
$0.00
 
0.0%
2.0%
2014
3
9,396
6.8%
11,405
8.2%
$50.46
 
9.3%
11.3%
2015
3
6,015
4.3%
17,420
12.6%
$34.39
 
4.0%
15.3%
2016
2
5,582
4.0%
23,002
16.6%
$40.10
 
4.4%
19.7%
2017
1
57,475
41.5%
80,477
58.2%
$42.94
 
48.1%
67.8%
2018
0
0
0.0%
80,477
58.2%
$0.00
 
0.0%
67.8%
2019
0
0
0.0%
80,477
58.2%
$0.00
 
0.0%
67.8%
2020
0
0
0.0%
80,477
58.2%
$0.00
 
0.0%
67.8%
2021
1
700
0.5%
81,177
58.7%
$70.00
 
1.0%
68.8%
2022
2
11,525
8.3%
92,702
67.0%
$69.41
 
15.6%
84.4%
Thereafter
1
18,600
13.4%
111,302
80.4%
$43.01
 
15.6%
100.0%
Vacant
NAP
27,072
19.6%
138,374
100.0%
NAP
 
NAP
 
Total / Wtd. Avg.
14
138,374
100.0%
   
$46.05
 
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) 
Excludes nine collateral multifamily units with a total of 15,083 sq. ft. at 800 F Street.
 
The Loan.    The 425 7th Street and 800 F Street loan (the “425 7th Street and 800 F Street Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in 138,374 square feet of office and retail space, along with 15,083 square feet of multifamily space located at 425 7th Street, NW and 800 F Street, NW each located in Washington, DC (the “425 7th Street and 800 F Street Properties”) with an original principal balance of $55.0 million. The 425 7th Street and 800 F Street Loan has a 10-year term and amortizes on a 30-year schedule. The 425 7th Street and 800 F Street Loan accrues interest at a fixed rate equal to 4.7500% and has a cut-off date balance of approximately $54.9 million. Loan proceeds were used to retire existing debt of approximately $39.0 million giving the borrower a return of equity of approximately $1.6 million after reserves and closing costs. Based on the appraised value of $83.0 million as of June 2012, the cut-off date LTV is 60.3%, net of the $4.8 million earnout, and the implied remaining equity is approximately $28.1
 
 
 
 
 
 
 
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.
 
 
B-72

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%
 
million. The most recent prior financing of 800 F Street was included in the MSDWC 2003-HQ2 transaction. The most recent financing of 425 7th Street was not included in a securitization.
 
Sources and Uses
 
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$55,000,000
100.0%
 
Loan Payoff
$39,025,596
71.0%
 
       
Reserves
$9,198,933
16.7%
 
       
Earnout
$4,800,000
8.7%
 
       
Closing Costs
$423,026
0.8%
 
       
Borrower Return On Equity
$1,552,445
2.8%
 
Total Sources
$55,000,000
100.0%
 
Total Uses
$55,000,000
100.0%
 
 
The Borrower / Sponsor.    The borrowers, Jemal’s Douglas Stereo L.L.C. and Jemal’s Historic Row L.L.C., are single purpose District of Columbia limited liability companies structured to be bankruptcy-remote, each with two independent directors in its organizational structure.  The sponsors of the borrowers and the nonrecourse carve-out guarantors are Douglas Jemal and Norman D. Jemal, jointly and severally. Pursuant to the 425 7th Street and 800 F Street Loan documents, the sponsors are required to maintain an aggregate net worth of $75 million throughout the 425 7th Street and 800 F Street Loan term.
 
Douglas Jemal is the founder and president of Douglas Development Corporation a family–owned and privately operated real estate developer that operates primarily in Washington, DC and suburban Maryland and Virginia. Douglas Jemal’s son, Norman D. Jemal, is a principal and senior vice president of Douglas Development Corporation and is involved in many aspects of the business including acquisitions and dispositions, development, finance and corporate strategic planning. Throughout his career, Norman D. Jemal has negotiated and leased over five million square feet with a cumulative value of over $1.0 billion. Douglas Development Corporation was founded in 1985 and has a current portfolio which consists of over eight million square feet.
 
In 2004, Douglas Jemal was charged in the United States District Court for the District of Columbia with several offenses and was convicted on a single count of wire fraud. In 2007, he was sentenced to probation for a term of five years subject to various conditions, which probation was terminated in 2009, including payment of a $175,000 fine. Douglas Jemal has a 20.3% interest in the borrower. The 425 7th Street and 800 F Street Loan documents prohibit Douglas Jemal from controlling or acquiring any direct or indirect interest in any borrower, SPC party or key principal other than the 20.3% interest owned by Douglas Jemal as of the closing date.
 
The Property. The 425 7th Street and 800 F Street Properties are comprised of two properties located in the East End market of downtown Washington, DC, each within four blocks of the National Mall and two blocks from the Verizon Center. The 425 7th Street and 800 F Street Properties consist of 99,598 sq. ft. of retail space, 38,776 sq. ft. of office space and nine multifamily units totaling 15,083 sq. ft. Excluding the multifamily units, the office and retail portions are 80.4% occupied as of July 31, 2012.
 
425 7th Street
Total Sq. Ft. 
% Occupied(1)
U/W Base Rent   
U/W Base Rent PSF(2)
% of Total U/W Base Rent
Office
4,183
100.0%
$116,199
$41.50
2.3%       
Retail
30,598
93.0%
$1,283,592
$45.10
25.0%       
Total / Wtd. Average:
34,781
93.9%
$1,399,791
$44.78
27.3%       
(1)
Occupancy as of July 31, 2012.
(2)
U/W Base Rent PSF excludes 1,383 sq. ft. leased by Unit Home Owners Association of Lafayette that does not contribute towards U/W Base Rent.
 
425 7th Street is a 34,781 sq. ft. mixed use property located by the Verizon Center between D and E streets. The tenant mix includes 30,598 sq. ft. of retail space and 4,183 sq. ft. of Class A/B office space. The building was built in 2005 and represents the retail portion of a larger project known as the Jefferson at Penn Quarter Development. Such project was built subject to a Reciprocal Easement Agreement (the “REA”) which governs the rights of each owner of a unit in the development and grants to each owner perpetual mutually beneficial easements for, among other things, access and use of common areas.  Each unit owner owns a fee simple interest in its property subject to the terms of the REA.  The REA requires that a lender holding a mortgage on any property subject to the REA be given notice and an opportunity to cure defaults in the event an owner of a unit defaults on its obligations in the REA.  In addition, the owners association under the REA is permitted to charge assessments to the unit owner and failure to pay such assessments may result in a lien on the 425 7th Street Property subordinate to the lien of the related mortgage. The total development contains four separate components subject to the REA, including the retail which is collateral for the 425 7th Street and 800 F Street Loan, a 450-space parking garage, the Penn Quarter Theatre and a residential portion which contains 255 residential apartments. The sponsors
 
 
 
 
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.
 
 
B-73

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%
 
acquired 425 7th Street in June 2007 for $21.4 million ($615 PSF).  At the time of acquisition, 425 7th Street was approximately 36.3% occupied and the sponsors subsequently leased 18,600 square feet to Carmine’s DC, LLC at a base rent of $43.01 PSF.
 
800 F Street
Total Sq. Ft.(1)
% Occupied(1)(2)
U/W Base Rent
U/W Base Rent PSF
% of Total U/W Base Rent
Office
34,593
27.9%
458,377
47.45
8.9%
 
Retail
69,000
100.0%
3,267,775
47.36
63.7%
 
Multifamily
15,083
100.0%
NAP
NAP
NAP
 
Total / Wtd. Average:
118,676
79.0%
3,726,152
47.37
72.7%
 
(1)
Not including the 15,083 sq. ft. of multifamily space, 800 F Street is 75.9% occupied based on 103,593 sq. ft.
(2)
Occupancy as of July 31, 2012.
 
800 F Street is a mixed use development with 34,593 sq. ft. of Class A office space, 69,000 sq. ft. of retail space and nine multifamily units comprising 15,083 sq. ft., and is located by the Verizon Center between 8th and 9th streets.  The building was built in 1875 and acquired by the sponsors in 1999 for approximately $4.0 million ($34 PSF, including the multifamily square footage). The sponsors performed a total redevelopment of the property in 2002 for $19.5 million ($164 PSF, including the multifamily square footage), which renovation created approximately 34,000 additional square feet of class A office space while maintaining the historic façade. Upon completion of the renovation, the sponsors leased 69,000 sq. ft. to The Spy Museum, the first paid attendance museum in Washington, DC.  In January 2012, The Spy Museum exercised its option to renew for an additional term of five years, and in June 2012, the sponsors reached an agreement to allow The Spy Museum to terminate their lease on two restaurant spaces totaling 11,525 sq. ft.  Within two months, the spaces were leased to Shake Shack and Bajaj Restaurant. Bajaj Restaurant’s rental rate of $48.08 PSF is approximately 12.0% higher than The Spy Museum rental rate of $42.94 PSF, and the Shake Shack rental rate of $124.80 PSF is approximately three times The Spy Museum rental rate. In addition, the 800 F Street property has averaged 95.8% occupancy since 2002. The drop in occupancy to the July 31, 2012 rate of 79.0% (including the multifamily square feet) can largely be attributed to the FBI recently vacating its 18,467 square foot space.
 
The below chart shows historical sales from reporting tenants at the 425 7th Street and 800 F Street Properties:
 
Historical Sales PSF(1)
 
Property
2009
2010
2011
T-12
June 2012
T-12 June 2012
Occupancy Cost
Carmine’s DC, LLC
425 7th Street
NAV
NAV
$473
$460
9.4%
Rasika, LLC
425 7th Street
$1,017
$1,163
$1,272
$1,309
3.6%
Luke’s Lobster(2)
425 7th Street
NAV
NAV
NAV
$1,695
4.8%
The Spy Museum
800 F Street
$346
$287
$323
$326
15.5%
             
(1)
Historical sales represent all tenants reporting sales at the 425 7th Street and 800 F Street Properties.
(2)
T-12 June 2012 Sales PSF and Occupancy Cost for Luke’s Lobster are based on nine months of sales annualized.
 
Environmental Matters. The Phase I environmental reports dated June 18, 2012 recommended no further action at the 800 F Street property and recommended the closure of an open case involving an underground storage tank at the 425 7th Street property. The storage tank has been removed from the property and the borrower is required to have the case closed and satisfied with all applicable government authorities within 60 days of loan closing.
 
Major Tenants.   
The Spy Museum (57,475 sq. ft., 41.5% of NRA, 48.1% of U/W Base Rent). Located at 800 F Street, The Spy Museum is a for-profit museum dedicated to the field of espionage, showcasing gadgets, weapons, and technology used for espionage throughout the world, with numerous visitor-interactive stations located throughout the exhibits. The Spy Museum has been at 800 F Street since 2002 and recently exercised its 5-year extension option, extending its lease through July 31, 2017. The Spy Museum has two 5-year extension options remaining, exercisable upon six months prior notice, with rent increasing at a rate equal to the annual CPI increase and in no event less than the preceding year’s base rent. In addition, beginning 18 months prior to the expiration of The Spy Museum lease, excess cash will be swept into a lender controlled account to cover potential releasing costs.
 
Carmine’s DC, LLC (18,600 sq. ft., 13.4% of NRA, 15.6% of U/W Base Rent). Located at 425 7th Street, Carmine’s DC, LLC (“Carmine’s”) is a family-style Italian restaurant, with additional locations in New York City, Atlantic City, New Jersey, and Nassau, Bahamas. Carmine’s took occupancy in 2009 and has a lease through August 2025. For the trailing twelve months ended April 2012, Carmine’s recorded approximately $8.6 million in sales ($460 PSF) with an occupancy cost of 9.4%. Carmine’s has three 5-year renewal options at 90% of fair market rent, exercisable upon six months prior notice.
 
 
 
 
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.
 
 
B-74

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%
 
Bajaj Restaurant (8,320 sq. ft., 6.0% of NRA, 7.8% of U/W Base Rent). Ashok Bajaj signed a lease for 8,320 sq. ft. at 800 F Street that began August 1, 2012 and plans to open one of his restaurants in such space in mid-2013. The previous tenant was a restaurant leased by The Spy Museum. Ashok Bajaj has owned and operated award-winning restaurants in London and the United States for over 25 years. His restaurants and chefs have won numerous RAMMYs presented by the Restaurant Association of Metropolitan Washington, and have also been nominated for prestigious awards by the James Beard Foundation, including Best Chef-Mid Atlantic and Rising Star Chef. Nationally, he is a three-time James Beard Foundation nominee for “Restaurateur of the Year”. Ashok Bajaj’s restaurants include the Bombay Club, 701, The Oval Room, Ardeo, Bardeo, and Rasika, which is located at 425 7th Street. The Bajaj Restaurant will begin paying rent on the earlier to occur of (i) the opening of the restaurant and (ii) September 2013. A rent reserve was established at closing to cover the rental payments through September 2013.
 
The Market.   The 425 7th Street and 800 F Street Properties are located within the East End submarket of Washington, DC, within four blocks of the Verizon Center (formerly known as the MCI Center), the FBI Building, the National Archives and the National Mall.  The 20,000 seat Verizon Center is located one block from 800 F Street and two blocks from 425 7th Street and is one of the city’s premier sports and entertainment venues. The presence of the Verizon Center has spurred additional restaurant and entertainment development in the immediate area. Within a 3-mile radius, the 2012 population is approximately 312,349, and there are approximately 150,126 households with an average household income of $84,547.
 
425 7th Street consists primarily of retail (88.0% of 425 7th Street NRA), with only one office tenant that contributes to rent. The appraiser identified 31 retail properties within the immediate area with 207,221 sq. ft. of rentable area. Vacancy rates averaged 3.2% with average asking rent of $32.85 PSF as of June 2012. 425 7th Street has had occupancy above 93.4% since mid-2010, and as such, the appraiser determined a stabilized vacancy of 5.0%. Due to location, the appraiser also concluded that the 425 7th Street property should generate rents above the average market rental rate. Restaurant rents in the immediate area are some of the highest in the region. Recently signed restaurant leases include Fuel Pizza at $64.00 PSF, Proof at $85.00 PSF, and Pi Pizza at $65.00 PSF, while renewals include Legal Sea Foods in 2008 at nearly $70.00 PSF, Fuddruckers in 2011 at over $120.00 PSF and Matchbox at $75.00 PSF. The below chart summarizes the appraiser’s market rent determination for 425 7th Street.
 
425 7th Street Market Rent Comparison(1)
Property Name
Property Type
Total Sq.  Ft.
% of Property NRA
U/W Base Rent PSF(2)
Comparable Rent PSF
Market Rent PSF
425 7th Street
Retail – Carmine’s DC, LLC
18,600
53.5%
$43.01
NAP
$47.50
425 7th Street
Small Retail
11,998
34.5%
$49.05
$60.00 - $68.00
$68.00
425 7th Street
Office
4,183
12.0%
$41.50
$38.50 - $47.50
$42.00
Total / Wtd. Avg.
 
34,781
100.0%
$44.78
 
$53.91
(1)
Source: Appraisal
(2)
U/W Base Rent PSF excludes 1,383 sq. ft. of office space leased by Unit Home Owners Association of Lafayette that does not contribute towards U/W Base Rent.
 
800 F Street is made up of three retail spaces (66.6% of 800 F Street NRA, excluding the multifamily portion), including the 57,475 sq. ft. Spy Museum, and approximately eight office spaces (33.4% of 800 F Street NRA, excluding the multifamily portion). The appraiser identified 120 retail properties within the immediate area with total NRA of 895,069 sq. ft. Vacancy rates averaged 4.0% with average asking rent of $31.85 PSF as of June 2012. The appraiser also identified 199 office buildings containing approximately 42.4 million sq. ft. in the East End submarket with a vacancy rate of 9.2% and an average asking rent of $52.76 PSF, all as of Q1 2012.  The below chart summarizes the appraiser’s market rent determination for 800 F Street.
 
800 F Street Market Rent Comparison(1)
Property Name
Property Type
Total Sq. Ft.
% of Property NRA
U/W Base Rent PSF(2)
Comparable Rent PSF
Market Rent PSF(2)
800 F Street
Retail - The Spy Museum
57,475
55.5%
$42.94
NAP
$35.00
800 F Street
Retail - Bajaj Restaurant
8,320
8.0%
$48.08
$51.92 - $123.35
$65.00
800 F Street
Retail - Shake Shack
3,205
3.1%
$124.80
NAP
$125.00
800 F Street
Office
34,593
33.4%
$47.45
$49.12 - $57.00
$55.00
Total / Wtd. Avg.
 
103,593
100.0%
$47.37
 
$46.87
(1)
Source: Appraisal
(2)
Excluding The Spy Museum space, the overall Base Rent PSF is $59.40 and the overall Market Rent PSF is $61.67. The Spy Museum has a lease through July 2017 with two 5-year extension options remaining at a rental rate subject to the annual CPI increase, but no less than the preceding year’s base rent.
 
 
 
 
 
 
 
 
 
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.
 
 
B-75

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%
  
In addition, the appraiser determined a stabilized vacancy of 5.0% for 800 F Street, compared to the retail market vacancy of 4.0% and the office market vacancy of 6.4%. 800 F Street was 100.0% occupied from 1994 through 2000, and has averaged 95.8% occupancy since 2002.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
 
2010
2011
T-12 5/31/2012
U/W
  U/W PSF(1)
Base Rent(2)
$4,694,473
$4,937,784
$5,037,234
$5,237,654
$37.85
 
Value of Vacant Space
0
0
0
1,547,265
11.18
 
Gross Potential Rent
$4,694,473
$4,937,784
$5,037,234
$6,784,919
$49.03
 
Total Recoveries
765,406
903,940
920,002
620,758
4.49
 
Total Other Income(1)
453,991
913,533
952,210
950,178
6.87
 
Less: Vacancy(3)
             0
             0
0
        (1,547,265)
(11.18)
 
Effective Gross Income
$5,913,870
$6,755,257
$6,909,446
$6,808,590
$49.20
 
Total Operating Expenses
2,182,470
2,348,817
2,359,564
2,368,202
17.11
 
Net Operating Income
$3,731,400
$4,406,440
$4,549,882
$4,440,387
$32.09
 
TI/LC
0
0
0
             185,083
1.34
 
TI/LC Buydown Credit(4)
0
0
0
             (200,000)
(1.45)
 
Capital Expenditures
0
0
0
38,364
0.28
 
Net Cash Flow
$3,731,400
$4,406,440
$4,549,882
 $4,416,941
$31.92
 
             
(1) 
U/W PSF is based on 138,374 sq. ft. and excludes the nine collateral multifamily units totaling 15,083 sq. ft., which account for $400,414 of Other Income.
(2) 
U/W Base Rent includes $111,711 in contractual step rent through August 2013. In addition, U/W Base Rent includes contractual unabated rent for Bajaj Restaurant and Shake Shack. Reserves were established at closing to cover rent payments on the Bajaj Restaurant space through September 2013 and the Shake Shack space through August 2014.
(3) 
U/W Vacancy represents 18.5% of gross income.
(4) 
The TI/LC Buydown Credit is based on the $2.225 million upfront TI/LC reserve.
 
Property Management.    The 425 7th Street and 800 F Street Property is managed by Douglas Development Corp., a borrower affiliate, and the multifamily portion is managed by Bozzuto Management Company.
 
Lockbox / Cash Management.    The 425 7th Street and 800 F Street 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 other payments 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 on each monthly payment date in accordance with the 425 7th Street and 800 F Street Loan documents.
 
Additionally, all excess cash will be swept into a lender controlled account upon (i) an event of default, (ii) the debt service coverage ratio for the trailing 12-month period being less than 1.20x on the last day of any calendar quarter, or (iii) during a “Spy Museum Tenant Trigger Period”, which commences (a) if The Spy Museum tenant (i) goes bankrupt or defaults under its lease, (ii) is no longer open for business or goes dark, or (iii) terminates, or gives notice to terminate, its lease, or (b) if earlier, on the date that is 18 months prior to the expiration of The Spy Museum lease or any lease extension.
 
Initial Reserves.    At closing, the borrower deposited (i) $616,745 into a tax reserve account, (ii) $8,188 into an insurance reserve account, (iii) $2,225,000 into the TI/LC reserve account, of which $225,000 will be designated for landlord work required to be performed with respect to the Bajaj Restaurant and Shake Shack tenant spaces, (iv) $5,000,000 into the Shake Shack holdback reserve account, (v) $4,800,000 into the earnout reserve account, (vi) $916,000 into the Shake Shack rent reimbursement account, and (vii) $433,000 into the Bajaj Restaurant rent reimbursement account.
 
Shake Shack Holdback Reserve.  Provided there is no event of default, funds from the Shake Shack holdback reserve will be released to the borrower within 10 days of request by the borrower, so long as (i) Shake Shack is in physical possession and occupancy of its leased premises and is open for business paying full unabated rent with all tenant improvements and leasing commissions paid in full, and (ii) after giving effect to the disbursement of funds from the Shake Shack holdback reserve, but only taking into account increases to net operating income resulting from the rent under the Shake Shack lease, (a) the DSCR is no less than 1.35x
 
 
 
 
 
 
 
 
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.
 
 
B-76

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%
  
and (b) the debt yield is no less than 8.8%. Such disbursement will only be made one time during the term of the loan. If Shake Shack terminates, or defaults under, its lease, or if the borrower fails to qualify for the receipt of all of the Shake Shack holdback reserve funds, all amounts remaining on deposit within the reserve will be distributed to the lender.
 
Earnout Reserve.  Provided there is no event of default, funds from the earnout reserve will be released to the borrower within 10 days of request by the borrower (and no more than once per calendar quarter), so long as (i) such disbursements are made on or prior to August 3, 2014, (ii) after giving effect to the disbursement of funds from the earnout reserve, but only taking into account increases to net operating income resulting from the leases entered into and that are in full force and effect on or prior to August 3, 2014, (a) the DSCR is no less than 1.35x and (b) the debt yield is no less than 8.8%, and (iii) total occupancy, not inclusive of dark or rent abated tenants, is greater than 80.0%, as determined by lender. In addition, if the lockout period has expired and the defeasance period has begun, if the borrower does not satisfy the disbursement conditions of the earnout reserve, the borrower may effect a partial defeasance with respect to the entire amount then on deposit in the earnout 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 $99,456, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $1,594, into an insurance reserve account, (iii) $3,197 into a capital expenditure account and (iv) $8,648 into a TI/LC reserve account. In addition, during a Spy Museum Tenant Trigger Period, all excess cash will be swept into the Spy Museum sweep reserve to be used for payment of tenant improvements and leasing commissions that may occur with respect to re-leasing The Spy Museum tenant space.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
Partial Release.  On any date after the defeasance period begins, the borrower may obtain the release of either 425 7th Street and 800 F Street Property in conjunction with a bona fide third-party sale of such property, provided, among other things, (i) there is no event of default, (ii) the borrower shall defease an amount of principal equal to the greater of (a) 100% of the net sales proceeds with respect to such property, provided in no event shall such amount be less than 94% of the gross sales price and (b) 110% of the allocated loan amount for such property, (iii) the DSCR for the remaining property is no less than the greater of (a) the DSCR immediately prior to such release and (b) 1.35x, and (iv) the LTV for the remaining property is no more than the lesser of (a) the LTV immediately prior to such release and (b) 67.0%. In addition, if, on any date after the lockout period ends, the borrower does not satisfy the disbursement conditions of the earnout reserve, the borrower may effect a partial defeasance of the 425 7th Street and 800 F Street Loan with respect to the amount then on deposit in the earnout reserve.
 
Substitution of Collateral.  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.
 
 
B-77

 
 
425 7th Street, NW and 800 F Street, NW
Washington, DC 20004
Collateral Asset Summary
425 7th Street and 800 F Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,868,616
60.3%
1.28x
8.9%
 
(MAP)
 
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.
 
 
B-78

 
 
1 Mortgage Way and
2001 Bishops Gate Boulevard
Mount Laurel, NJ 08054
Collateral Asset Summary
Bishops Gate I & II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,500,000
60.6%
1.66x
11.8%

 
 
 
 
 
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.
 
 
B-79

 
 
1 Mortgage Way and
2001 Bishops Gate Boulevard
Mount Laurel, NJ 08054
Collateral Asset Summary
Bishops Gate I & II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,500,000
60.6%
1.66x
11.8%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Suburban Office
Sponsor:
iStar Financial Inc.
 
Collateral:
Fee Simple
Borrower:
iStar Bishops Gate LLC
 
Location:
Mount Laurel, NJ
Original Balance:
$54,500,000
 
Year Built / Renovated:
1999 / NAP
Cut-off Date Balance:
$54,500,000
 
Total Sq. Ft.:
483,896
% by Initial UPB:
-.-%
 
Property Management(4):
Self-Managed
Interest Rate:
4.8510%
 
Underwritten NOI:
$6,430,607
Payment Date:
6th of each month
 
Underwritten NCF:
$5,735,464
First Payment Date:
November 6, 2012
 
Appraised Value:
$90,000,000
Maturity Date:
October 6, 2022
 
Appraisal Date:
August 1, 2012
Amortization:
360 months
     
Additional Debt:
Future Mezzanine Debt Permitted
 
Historical NOI
Call Protection:
L(24), D(92), O(4)
 
2011 NOI:
$7,015,623 (December 31, 2011)
Lockbox / Cash Management:
Hard / In Place
 
2010 NOI:
$7,014,746 (December 31, 2010)
         
2009 NOI:
$7,014,922 (December 31, 2009)
Reserves(1)
     
 
Initial
Monthly
   
Historical Occupancy
Taxes:
$811,809
$162,500
   
Current Occupancy:
100.0% (October 6, 2012)
Insurance:
$24,740
$2,474
   
2011 Occupancy:
100.0% (December 31, 2011)
Replacement:
$0
Springing
   
2010 Occupancy:
100.0% (December 31, 2010)
TI/LC(2):
$48,390
$48,390
   
2009 Occupancy:
100.0% (December 31, 2009)
Security Deposit(3):
Letter of Credit
NAP
   
(1)    See “Initial Reserves” and “Ongoing Reserves” herein.
(2)    In addition to the required monthly TI/LC reserve, during the occurrence of a PHH Ratings Event (as defined herein) or if the borrower fails to execute a lease renewal or acceptable substitute lease on or prior to June 30, 2021 (18 months prior to the PHH Mortgage lease expiration and 16 months prior to the Maturity Date of the Bishops Gate I & II Loan), a special cash trap period shall commence whereby additional cash amounts shall accumulate in the TI/LC reserve account until such time as lender determines that the aggregate amount of funds in the TI/LC reserve account is sufficient to adequately provide for the payment of tenant improvements, leasing commissions and downtime.
(3)   PHH Corporation has posted a letter of credit in the amount of 12 months base rent, currently equal to $7,021,429, to secure the performance of the obligations of PHH Mortgage to borrower under its lease. The borrower has pledged the letter of credit as additional security for the performance of its obligations to lender under the Bishops Gate I & II Loan and has caused the transfer of the letter of credit to lender, as beneficiary. See “Letter of Credit” herein.
(4)   The Bishops Gate I & II Property is managed by the tenant, PHH Mortgage, which operates under an absolute NNN lease.
         
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
$113
     
Balloon Balance / Sq. Ft.:
$92
     
Cut-off Date LTV:
60.6%
     
Balloon LTV:
49.5%
     
Underwritten NOI DSCR:
1.86x
     
Underwritten NCF DSCR:
1.66x
     
Underwritten NOI Debt Yield:
11.8%
     
Underwritten NCF Debt Yield:
10.5%
     
         
         
         
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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.
 
 
B-80

 
 
1 Mortgage Way and
2001 Bishops Gate Boulevard
Mount Laurel, NJ 08054
Collateral Asset Summary
Bishops Gate I & II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,500,000
60.6%
1.66x
11.8%
 
 
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)(3)
% of Total
U/W Base Rent
Lease
Expiration(4)
   
 PHH Mortgage(5)
BB/Ba2/BB-
 
483,896
100.0%
 
$15.24
100.0%
12/31/2022
 Total Tenants
   
483,896
100.0%
 
$15.24
100.0%
 
                 
 Vacant
   
0
0.0%
       
 Total
   
483,896
100.0%
       
                 
(1)
Ratings are based on those of the parent, PHH Corporation.
(2)
U/W Base Rent PSF is stated on an absolute NNN basis.
(3)
U/W Base Rent PSF is based on the next contractual rent increase occurring January 1, 2013.
(4)
PHH Mortgage has four, five-year renewal options.
(5)
PHH Corporation, PHH Mortgage’s parent, has posted a letter of credit in the amount of 12 months base rent to secure the performance of the obligations of PHH Mortgage, as tenant under the PHH Mortgage lease.  See “Letter of Credit” herein.
 
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(1)
1
483,896
100.0%
483,896
100.0%
$15.24
100.0%
100.0%
Thereafter
0
0
0.0%
483,896
100.0%
$0.00
0.0%
100.0%
Vacant
NAP
0
0.0%
483,896
100.0%
NAP
NAP
 
Total / Wtd. Avg.
1
483,896
100.0%
   
$15.24
100.0%
 
                 
(1)
PHH Mortgage has four, five-year renewal options.

The Loan.    The Bishops Gate I & II loan (the “Bishops Gate I & II Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a Class A, suburban office property totaling 483,896 sq. ft. located in Mount Laurel, New Jersey (“Bishops Gate I & II Property”) with an original principal balance of $54.5 million.  The Bishops Gate I & II Loan has a 10-year term and 30-year amortization.  The Bishops Gate I & II Loan accrues interest at a fixed rate equal to 4.8510% and has a cut-off date balance of $54.5 million.  Loan proceeds were used, among other things, to defease existing debt in the principal amount of approximately $53.1 million, fund initial reserves and pay customary closing costs.  Based on the appraised value of $90.0 million as of August 1, 2012, the cut-off date LTV is 60.6% and the remaining implied equity is $35.5 million.  The most recent prior financing of the Bishops Gate I & II Property was included in the JPMCC 2003-C1 transaction.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-81

 
 
1 Mortgage Way and
2001 Bishops Gate Boulevard
Mount Laurel, NJ 08054
Collateral Asset Summary
Bishops Gate I & II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,500,000
60.6%
1.66x
11.8%

Sources and Uses
 
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
 
Loan Amount
$54,500,000
98.3%
 
Defeasance of Existing Debt(2)
$53,371,948
96.3%
 
Reserves from Prior Loan(1)
$836,549
1.5%
 
Closing Costs
$1,174,663
2.1%
 
Borrower Equity
$95,000
0.2%
 
Reserves
$884,938
1.6%
 
Total Sources
$55,431,549
100.0%
 
Total Uses
$55,431,549
100.0%
 
(1)
Reserves from the prior loans were transferred to the lender at the Bishops Gate I & II Loan closing to be used to fund the required initial tax and insurance escrows.
(2)
The Bishops Gate I & II Loan financed the defeasance of existing debt consisting of both an A-Note and B-Note totaling approximately $53.1 million and a defeasance premium of approximately $284,000.
 
The Borrower / Sponsor.    The borrower, iStar Bishops Gate LLC, is a single purpose entity structured to be bankruptcy remote, with two independent directors in its organizational structure.  The sponsor of the borrower and nonrecourse carve-out guarantor is iStar Financial Inc., a publicly traded REIT (NYSE: SFI; rated B-/Caa1/B+ by Fitch/Moody’s/S&P) that has focused primarily on commercial real estate since its founding in 1993.  The sponsor has completed over $35 billion of diverse real estate investments over the last two decades and currently operates in the three business segments, which include lending, net leasing and real estate investment.  iStar Financial, Inc. currently has a market capitalization value in excess of $500 million and, as of December 31, 2011, had over $7.5 billion of total assets.  iStar Financial, Inc. purchased the Bishops Gate I & II Property in 2002 for $82.1 million.
 
The Property.    The Bishops Gate I & II Property was constructed in 1999 and consists of two, three-story office buildings totaling 483,896 sq. ft. with 3,382 parking spaces (approximately 7 spaces per 1,000 sq. ft.).  The Bishops Gate I & II Property is 100.0% occupied by PHH Mortgage Corporation (“PHH Mortgage”) on a long-term lease through 2022 with no early termination options.  The lease to PHH Mortgage commenced on December 9, 2002 and expires December 31, 2022 with four five-year renewal options and includes 5% rent increases every five years (inclusive of extension options) with the next rent increase effective January 1, 2013.  In addition, a letter of credit equal to 12 months of the current base rent ($7,021,429 or $14.51 PSF) serves as additional collateral for the Bishops Gate I & II Loan (see “Letter of Credit” herein).  The letter of credit is renewed on an annual basis at the end of each calendar year and will be adjusted based on the succeeding 12 months of base rent payable by PHH Mortgage.  The PHH Mortgage lease is guaranteed by its parent company, PHH Corporation (rated BB/Ba2/BB- by Fitch/Moody’s/S&P).
 
The Bishops Gate I & II Property was initially constructed in 1999 as a built-to-suit headquarters for Cendant Mortgage Corporation, a subsidiary of Cendant Corporation.  iStar Financial, Inc. purchased the Bishops Gate I & II Property in 2002 for $82.1 million as part of a sale-leaseback transaction with Cendant Corporation.  In connection with this sale-leaseback, Cendant Corporation executed the existing 20-year lease expiring December 31, 2022.  In February of 2005, PHH Corporation began operating as an independent, publicly traded company pursuant to its divestiture from Cendant Corporation.  PHH Mortgage, a subsidiary of PHH Corporation, now maintains its headquarters at the Bishops Gate I & II Property.  PHH Mortgage currently has 2,900 employees located at the Bishops Gate I & II Property, more than 50% of the total employees at PHH Corporation.
 
Environmental Matters.  The Phase I environmental report dated August 17, 2012 recommended no further action at the Bishops Gate I & II Property.
 
Major Tenants.  The Bishops Gate I & II Property is 100.0% leased to PHH Mortgage (rated BB/Ba2/BB- by Fitch, Moody’s and S&P) and currently serves as the company’s national headquarters.  PHH Mortgage provides mortgage banking services including originating, purchasing, selling, and servicing.  As of the fourth quarter of 2011, PHH Mortgage was the sixth largest mortgage originator and seventh largest mortgage servicer in the United States.  The lease is guaranteed by PHH Mortgage’s parent company, PHH Corporation, a publicly traded company on the New York Stock Exchange under the ticker symbol PHH with a current market valuation in excess of $1 billion.  PHH Corporation has over 5,740 employees including 2,900 PHH Mortgage employees located at the Bishops Gate I & II Property.
 
The Market.  The Bishops Gate I & II Property is located in the South Burlington County office submarket of Philadelphia, Pennsylvania approximately 15 miles northeast of Center City, Philadelphia.  Situated at the confluence of I-295, I-95 (NJ Turnpike), and Route 38, the Bishops Gate I & II Property is 100.0% occupied and located in the 1.1 million sq. ft. Bishops Gate Corporate Center Campus, one of the premier office parks in South Burlington County.  The 2012 population within a five-mile radius of the Bishops Gate I & II Property is 149,950, with a 2012 estimated average household income of $77,702.  As of second quarter 2012, the South Burlington County office submarket contains a total inventory of approximately 3.1 million sq. ft. of Class A office space, with a vacancy rate of 7.2% and
 
 
 
 
 
 
 
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.
 
 
B-82

 
 
1 Mortgage Way and
2001 Bishops Gate Boulevard
Mount Laurel, NJ 08054
Collateral Asset Summary
Bishops Gate I & II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,500,000
60.6%
1.66x
11.8%
  
average asking rent of $19.48 PSF (on a gross basis).  Office properties built after 1990 within the Burlington and Camden County office submarkets, including the Bishops Gate I & II Property, total 2,764,389 sq. ft. with a vacancy rate of 3.9%.  The total South Burlington County office submarket contains approximately 8.5 million sq. ft. of office space, with a vacancy rate of 9.5% and average asking rent of $17.78 PSF (on a gross basis).  The Bishops Gate I & II Property has an U/W Base Rent of $15.24 PSF (on a NNN basis), which is in line with traditional Class A office space in the South Burlington County office submarket and the appraiser’s concluded market rent of $15.50 PSF (on a NNN basis).
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
 
2009
2010
2011
U/W
U/W PSF
 
 Base Rent(1)
$7,021,429
$7,021,429
$7,021,429
$7,372,500
$15.24
 
 Value of Vacant Space
0
0
0
0
0.00
 
 Gross Potential Rent
$7,021,429
$7,021,429
$7,021,429
$7,372,500
$15.24
 
 Total Recoveries
2,048,672
2,394,601
2,351,819
2,481,051
5.13
 
 Total Other Income
0
0
0
0
0.00
 
 Less: Vacancy(2)
             0
             0
             0
936,087
1.93
 
 Effective Gross Income
$9,070,101
$9,416,030
$9,373,248
$8,917,463
$18.43
 
 Total Operating Expenses
2,055,179
2,401,284
2,357,625
2,486,857
5.14
 
 Net Operating Income
$7,014,922
$7,014,746
$7,015,623
$6,430,607
$13.29
 
 TI/LC
0
0
0
574,169
1.19
 
 Capital Expenditures
0
0
0
120,974
0.25
 
 Net Cash Flow
$7,014,922
$7,014,746
$7,015,623
$5,735,464
$11.85
 
             
(1)
U/W Base Rent includes a rent increase of $351,071 effective January 1, 2013.
(2)
U/W Vacancy is 9.5%, which is based on the current office vacancy for the South Burlington County submarket (inclusive of all classes of space).  Current Class A office vacancy is 7.2%.
 
Property Management.    None.
 
Lockbox / Cash Management.    The Bishops Gate I & II Loan is structured with a hard lockbox and in place cash management.  The borrower sent the tenant a direction letter instructing the tenant 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 such account are used to pay monthly debt service payments and any reserves due under the Bishops Gate I & II Loan documents, with any excess amounts remaining in such account returned to the borrower in accordance with the Bishops Gate I & II Loan documents.
 
Additionally, all excess cash will be swept into a lender controlled account during (a) a PHH Ratings Event (as described below), (b) the failure of borrower to enter into an Acceptable Cendant Lease Renewal (as described below) or an Acceptable Cendant Substitute Lease (as described below) on or prior to June 30, 2021 or (c) the occurrence of any of the following: (i) an event of default, (ii) any bankruptcy action of the borrower, the guarantor, PHH Mortgage, PHH Corporation or the property manager (if applicable) or (iii) if the debt service coverage ratio upon any date of determination is less than 1.20x (until such time that the DSCR is at least 1.20x).
 
A “PHH Ratings Event” will occur (a) if PHH Mortgage vacates, surrenders or ceases to conduct its normal business operations pursuant to its lease or otherwise goes dark at the Bishops Gate I & II Property (or otherwise notifies borrower of its intention to do so), (b) upon the occurrence of any bankruptcy action of PHH Mortgage or PHH Corporation or (c) if the senior unsecured debt rating of PHH Corporation is downgraded to “B” or below by S&P or “B2” or below by Moody’s.
 
An “Acceptable Cendant Lease Renewal” means any renewal of the PHH Mortgage lease for a term ending no earlier than October 6, 2027 with NNN base rent of not less than $14.51 PSF and, if applicable, any other additional material terms and conditions (not
 
 
 
 
 
 
 
 
 
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.
 
 
B-83

 
 
1 Mortgage Way and
2001 Bishops Gate Boulevard
Mount Laurel, NJ 08054
Collateral Asset Summary
Bishops Gate I & II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,500,000
60.6%
1.66x
11.8%
 
otherwise set forth in the PHH Mortgage lease as of the closing of the Bishops Gate I & II Loan) approved by lender in its reasonable discretion.
 
An “Acceptable Cendant Substitute Lease” means a lease approved by lender and which, in lender’s sole and absolute discretion, will constitute an Acceptable Cendant Lease Renewal.
 
In the event of a cash flow sweep caused by a PHH Ratings Event or any failure to enter into an Acceptable Cendant Lease Renewal or Acceptable Cendant Substitute Lease on or prior to June 30, 2021, cash swept will be capped at an amount equal to, in lender’s sole but reasonable discretion based on then-existing market conditions, the aggregate amount (when combined with the funds in the rollover reserve account) of funds sufficient to adequately provide for the payment of tenant improvements, leasing commissions and downtime between any anticipated vacancy of PHH Mortgage and occupancy by a new tenant.  Any cash in excess of the cap will be returned to borrower, notwithstanding that a cash flow sweep then exists.  If the cash flow sweep is the result of a bankruptcy action of PHH Mortgage or PHH Corporation, then there will be no cap to the sweep.
 
Initial Reserves.    At closing, the borrower deposited (i) $811,809 into the tax reserve account, (ii) $24,740 into the insurance reserve account and (iii) $48,390 into the TI/LC 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 $162,500, into a monthly tax reserve account, (ii) 1/12 of the estimated annual insurance premium, which currently equates to $2,474, into an insurance reserve account and (iii) $48,390 into a TI/LC reserve account.
 
The first required monthly deposit ($48,390) into the TI/LC reserve account (due November 6, 2012) was prepaid in advance at closing.  Accordingly, the next required monthly TI/LC reserve account deposit is due on December 6, 2012.  Full year collections equate to $580,675 or $1.20 PSF.
 
Upon the earlier to occur of (i) October 11, 2018 or (ii) such time that lender determines that PHH Mortgage has failed in any material respect to maintain the Bishops Gate I & II Property in accordance with the terms of its lease, borrower is required to deposit $10,081 on a monthly basis into a capital expenditure reserve account.
 
If and to the extent PHH Corporation is upgraded to and maintains a credit rating of at least “BBB-” by S&P (or the equivalent of such rating by any other rating agency), all required tax and insurance deposits will be paid directly by PHH Mortgage, and the borrower will not be required to make the deposits of tax and insurance funds described above.
 
Letter of Credit.    The obligations of PHH Mortgage to borrower under its lease are secured by an irrevocable standby letter of credit (in an amount equal to 12 months of current base rent ($7,021,429)) issued by JPMorgan Chase Bank N.A. (rated A+/Aa3/A+ by Fitch, Moody’s and S&P) for the account of PHH Corporation, as lease guarantor.  The letter of credit must be issued by a bank with a credit rating of “A+” or higher by S&P and “A1” or higher by Moody’s.  The borrower has pledged the letter of credit as additional security for the performance of its obligations to lender under the Bishops Gate I & II Loan and has caused the transfer of the letter of credit to lender, as beneficiary.  The letter of credit is renewed on an annual basis at the end of each calendar year and the amount thereof will be adjusted annually to equal the succeeding 12 months of base rent payable by PHH Mortgage.  Subject to certain requirements set forth in the Bishops Gate I & II Loan documents and the PHH Mortgage lease, lender may draw upon the letter of credit if there is an event of default by PHH Mortgage under the PHH Mortgage lease.  So long as no event of default then exists under the PHH Mortgage lease, if PHH Mortgage or PHH Corporation attains a credit rating of “BBB-” or higher by S&P and “Baa3” or higher by Moody’s and maintains such credit rating for a six month period, the requirement under the PHH Mortgage lease to maintain a security deposit (in the form of a letter of credit) will be waived upon request by tenant.  If at any time thereafter, the credit rating of either PHH Mortgage or PHH Corporation drops such that neither PHH Mortgage nor PHH Corporation maintains a “BBB-” or higher by S&P and “Baa3” or higher by Moody’s, then the PHH  Mortgage lease requires PHH Mortgage to deposit and maintain within 10 business days (or cause to be deposited and maintained) a new letter of credit security deposit meeting the requirements of the PHH Mortgage lease.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    Future mezzanine debt is permitted commencing on the date that the borrower has entered into an Acceptable Cendant Lease Renewal (or Acceptable Cendant Substitute Lease), provided, among other
 
 
 
 
 
 
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.
 
 
B-84

 
 
1 Mortgage Way and
2001 Bishops Gate Boulevard
Mount Laurel, NJ 08054
Collateral Asset Summary
Bishops Gate I & II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,500,000
60.6%
1.66x
11.8%
  
things, that after giving effect to the proposed mezzanine debt financing and based on the combined balance of the Bishops Gate I & II and such mezzanine debt, (i) the DSCR equals or exceeds 1.40x, (ii) the underwritten net cash flow debt yield equals or exceeds 9.0%, and (iii) the LTV does not exceed 65%.
 
Tenant Purchase Option.  Under the PHH Mortgage lease, in the event of a substantial taking/condemnation of the Bishops Gate I & II Property, PHH Mortgage has the right, upon the satisfaction of certain conditions, to purchase from borrower the remaining portion of the Bishops Gate I & II Property.  Borrower is required under the Bishop Gate I & II Loan documents to prepay, and lender is required to apply to the outstanding principal balance, certain net proceeds of a casualty or condemnation (including the proceeds of any such sale to PHH Mortgage).  Any such partial prepayment is permitted under the loan documents without premium or penalty and is applied to the last payments of principal due under the Bishops Gate I & II Loan without any reduction in the monthly debt service payment amount.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-85

 
 
1 Mortgage Way and
2001 Bishops Gate Boulevard
Mount Laurel, NJ 08054
Collateral Asset Summary
Bishops Gate I & II
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,500,000
60.6%
1.66x
11.8%
 
 
 
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.
 
 
B-86

 
 
623 Union Street
Nashville, TN 37219
Collateral Asset Summary
Sheraton Nashville
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$45,000,000
62.3%
2.25x
17.3%

 (PICTURE)
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.
 
 
B-87

 
 
623 Union Street
Nashville, TN 37219
Collateral Asset Summary
Sheraton Nashville
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$45,000,000
62.3%
2.25x
17.3%
 
Mortgage Loan Information   Property Information
Loan Seller:
GACC
       
Single Asset / Portfolio:
 
Single Asset
Loan Purpose:
Acquisition
       
Property Type:
 
Full Service Hospitality
Sponsor:
JRK-Holdings, Limited Partnership;
 
Collateral:
 
Fee Simple
 
James M. Lippman
     
Location:
 
Nashville, TN
Borrower:
Nashville Hospitality, LLC
     
Year Built / Renovated:
 
1975 / 2007-2011
Original Balance:
$45,000,000
     
Rooms:
 
472
Cut-off Date Balance:
$45,000,000
     
Property Management:
 
JRK Residential Group, Inc.
% by Initial UPB:
-.-%
     
Underwritten NOI:
 
$7,776,315
Interest Rate:
5.0277778%
     
Underwritten NCF:
 
$6,761,627
Payment Date:
6th of each month
   
“As-is” Appraised Value(4):
 
$72,200,000
First Payment Date:
October 6, 2012
   
“As-is” Appraisal Date(4):
 
July 1, 2012
Maturity Date:
September 6, 2022
   
“As Stabilized” Appraised Value(5):
$76,400,000
Amortization(1):
Interest Only for first 36 months; 300
 
“As Stabilized” Appraisal Date(5):
 
July 1, 2014
 
months thereafter
         
Additional Debt(2):
$10,000,000 Mezzanine Loan
 
Historical NOI
Call Protection:
L(25), D(91), O(4)
     
TTM NOI:
$7,244,196 (T-12 July 31, 2012)
Lockbox / Cash Management:
Hard / In Place
 
2011 NOI:
$5,786,201 (December 31, 2011)
           
2010 NOI:
$4,221,009 (December 31, 2010)
Reserves(3)
 
2009 NOI:
$4,253,545 (December 31, 2009)
 
Initial
   
Monthly 
         
Taxes:
$499,062
   
$62,383  
 
Historical Occupancy
Insurance:
$14,750
   
$14,750  
 
Current Occupancy:
70.8% (July 31, 2012)
FF&E:
$0
4% of Gross Revenues  
 
2011 Occupancy:
66.1% (December 31, 2011)
   
from the prior month  
 
2010 Occupancy:
58.7% (December 31, 2010)
Required Repairs:
$2,600,000
   
NAP  
 
2009 Occupancy:
58.1% (December 31, 2009)
Accretive CapEx:
$7,612,899
   
$0  
 
(1)   Following an initial 36 month interest only period, the Sheraton Nashville Loan is structured with a fixed amortization schedule based on a 300 month amortization period for the mortgage loan, together with the related mezzanine loan (total debt). See “Annex A-1” of the Free Writing Prospectus.
(2)   See “Current Mezzanine or Subordinate Indebtedness” herein.
(3)   See “Initial Reserves” herein and “Ongoing Reserves” herein.
(4)   The appraiser determined an appraised value of $72,200,000 as of July 1, 2012 inclusive of the sponsor’s planned capex budget, which amount was reserved upfront in the required repairs reserve, the accretive capex reserve and the PIP reserve. Based on the original appraised value of $62.3 million, the Cut-off Date LTV and Balloon LTV are 72.2% and 62.2%, respectively.
(5)   The “As Stabilized” mortgage loan Cut-off Date LTV is 58.9% based on the Sheraton Nashville Property achieving a stabilized ADR of $164.62, with a 68.0% occupancy rate.
(6)   Based on the average of the first 12 months of amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR for the mortgage loan are 3.39x and 2.95x, respectively.
PIP:
$4,913,800
   
$0  
 
           
Financial Information
 
 
Mortgage Loan
 
Total Debt  
 
Cut-off Date Balance / Room:
$95,339
 
$116,525  
 
Balloon Balance / Room:
$82,155
 
$100,412  
 
Cut-off Date LTV(4)(5):
 
62.3%
 
76.2%  
 
Balloon LTV(4):
 
53.7%
 
65.6%  
 
Underwritten NOI DSCR(6):
 
2.59x
 
1.79x  
 
Underwritten NCF DSCR(6):
 
2.25x
 
1.55x  
 
Underwritten NOI Debt Yield:
 
17.3%
 
14.1%  
 
Underwritten NCF Debt Yield:
 
15.0%
 
12.3%  
 
           
           
             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
B-88

 
 
623 Union Street
Nashville, TN 37219
Collateral Asset Summary
Sheraton Nashville
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$45,000,000
62.3%
2.25x
17.3%
 
Historical Occupancy, ADR, RevPAR(1)
 
Sheraton Nashville Property
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2009
58.3%
$123.37
$71.86
70.0%
$134.67
$94.21
83.3%
91.6%
76.3%
2010
58.7%
$128.69
$75.50
73.8%
$135.23
$99.83
79.5%
95.2%
75.6%
2011
66.1%
$138.06
$91.31
76.6%
$142.24
$108.97
86.3%
97.1%
83.8%
T-12 June 2012
70.3%
$142.58
$100.28
78.1%
$149.42
$116.76
90.0%
95.4%
85.9%
(1)  
Source: Hospitality Research Report. The minor variances between the underwriting and the above table with respect to Occupancy, ADR and RevPAR at the Sheraton Nashville Property are attributable to variances in reporting methodologies and/or timing differences.
 
Primary Competitive Set(1)
Property
# of Rooms
Year Opened
Meeting Space
(Sq. Ft.)
2011
Occupancy
2011 ADR
2011 RevPAR
Sheraton Nashville Property
472
1975
25,952
 
66.1%
$138.06
$91.31
Doubletree Nashville
337
1979
22,100
 
72.0%
$140.00
$100.80
Autograph Collection Union Station Hotel
125
1986
12,000
 
77.0%
$170.00
$130.90
Renaissance Nashville Hotel
673
1987
31,000
 
77.0%
$145.00
$111.65
Courtyard Nashville Downtown
192
1998
3,200
 
76.0%
$145.00
$110.20
Hilton Nashville Downtown
330
2000
15,000
 
75.0%
$175.00
$131.25
Hotel Indigo Nashville
97
2010
2,600
 
70.0%
$150.00
$105.00
Total / Wtd. Avg.
2,226
     
73.2%
$148.84
$109.27
(1)  
Source: Appraisal; Hospitality Research Report.
 
The Loan.  The Sheraton Nashville loan (the “Sheraton Nashville Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 472 room, full service hotel located at 623 Union Street in Nashville, Tennessee (the “Sheraton Nashville Property”) with an original principal balance of $45.0 million. The Sheraton Nashville Loan has a 10-year term and amortizes on a fixed schedule, after an initial 3-year interest only period. The fixed schedule results in a 300-month effective amortization period. The Sheraton Nashville Loan accrues interest at a fixed rate equal to 5.0277778% and has a cut-off date balance of $45.0 million. Loan proceeds, along with a $10.0 million mezzanine loan and approximately $20.6 million of equity from the sponsor were used to acquire the Sheraton Nashville Property for $59.4 million, fund reserves and pay closing costs. Based on the appraised value of $72.2 million as of July 1, 2012, the cut-off date LTV is 62.3%. Based on the “As Stabilized” appraised value of $76.4 million as of July 1, 2014, the “As Stabilized” LTV is 58.9%. The most recent prior financing of the Sheraton Nashville Property was not included in a securitization.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Loan Amount
$45,000,000
59.5%
 
Purchase Price
$59,400,000
78.6%
Mezzanine Loan
$10,000,000
13.2%
 
Reserves
$15,640,511
20.7%
Sponsor Equity
$20,614,486
27.3%
 
Closing Costs
$573,975
0.8%
Total Sources
$75,614,486
100.0%
 
Total Uses
$75,614,486
100.0%
 
The Borrower / Sponsor.    The borrower, Nashville Hospitality, 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 are JRK-Holdings, Limited Partnership and James M. Lippman, jointly and severally.
 
JRK-Holdings, Limited Partnership is a direct subsidiary of JRK Property Holdings, Inc. (“JRK”). James M. Lippman founded JRK in 1991 and currently serves as its Chairman. JRK is one of the largest private owners and operators of multifamily properties in the United States with over 42,000 multifamily units, and over 1 million square feet of both office and industrial space. In addition, JRK owns and operates hotels in Manhattan, Santa Monica, Santa Barbara and the Holiday Inn Express Downtown in Nashville.
 
The Property.  The Sheraton Nashville Property is a 27-story full service hotel with 472 guest rooms located in downtown Nashville, Tennessee, approximately one block south of the Tennessee State Capitol Building. Built in 1975, the Sheraton Nashville Property was originally operated as a Crown Plaza hotel prior to its conversion to a Sheraton hotel in 1999. Since 2007, the Sheraton Nashville Property has undergone approximately $11.5 million of renovations ($24,338 per room), and as part of the acquisition, the sponsor will
 
 
 
 
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.
 
 
B-89

 
 
623 Union Street
Nashville, TN 37219
Collateral Asset Summary
Sheraton Nashville
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$45,000,000
62.3%
2.25x
17.3%
  
invest an additional $15.1 million ($32,048 per room) of renovations and upgrades, all of which was reserved upfront. Planned renovations will consist primarily of upgrades to the bathrooms, corridors, guest rooms, HVAC systems, parking garage and the Pinnacle rooftop venue.  The room mix consists of 228 kings, 235 doubles and nine suites, of which two are designated as Governor suites and two are designated as Presidential suites. Amenities at the Sheraton Nashville Property include a restaurant and lounge totaling approximately 195 seats, indoor pool and fitness center, business center, 19 meeting rooms totaling 25,952 sq. ft., and an eight level parking garage with approximately 485 spaces, for a parking ratio of 1.03 spaces per room.
 
Environmental Matters. The Phase I environmental report dated July 17, 2012 recommended the development and implementation of an Asbestos Operation and Maintenance Plan at the Sheraton Nashville Property, which is already in place.
 
The Market.   The Sheraton Nashville Property is located in Nashville’s central business district, just south of the Tennessee State Capitol Building. Nashville is the focal point for the country music recording industry, and from this position it has evolved into a diversified entertainment center encompassing more than 1,500 industry-related businesses. The Sheraton Nashville Property neighborhood includes the Tennessee Performing Arts Center, the State Library and Archives, the Tennessee Supreme Court, and the new Music City Center, which is Nashville’s new convention center, located a half mile south of the Sheraton Nashville Property. The new convention center will feature 1.2 million square feet of convention space, including a 350,000 square foot exhibit hall, a 57,000 square foot ballroom and 1,800 parking spaces. The convention center is scheduled to open in May 2013 with the first major event being the Country Music Awards Music Festival held at the beginning of June 2013. As of July 2012, the Music City Center has approximately 86 pre-bookings through 2026, accounting for over 730,000 room nights.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2010
2011
T-12 7/31/2012
U/W
U/W per Room
Occupancy
58.7%
66.1%
70.8%
70.8%
 
ADR
            $128.59
$138.08
$141.94
$141.94
 
RevPAR
$75.44
$91.32
$100.48
$100.48
 
           
Room Revenue
$13,043,281
$15,732,350
$17,358,004
$17,358,004
$36,775
F&B Revenue
4,551,903
5,731,998
6,116,276
6,116,276
12,958
Other Revenue
           1,694,608
1,686,262
1,892,908
1,892,908
4,010
Total Revenue
$19,289,792
$23,150,610
$25,367,188
$25,367,188
$53,744
Operating Expenses
7,085,615
8,302,954
8,825,985
8,825,985
18,699
Undistributed Expenses
6,472,781
7,378,933
7,538,397
7,098,397
15,039
Gross Operating Profit
$5,731,396
$7,468,723
$9,002,806
$9,442,806
$20,006
Total Fixed Charges
1,510,387
1,682,522
1,758,610
1,666,491
3,531
Net Operating Income
$4,221,009
$5,786,201
$7,244,196
$7,776,315
$16,475
FF&E
771,592
926,024
1,014,687
1,014,688
2,150
Net Cash Flow
$3,449,417
$4,860,177
$6,229,509
$6,761,627
$14,325
           
 
Property Management.    The Sheraton Nashville Property is managed by JRK Residential Group, Inc., a borrower affiliate.
 
Lockbox / Cash Management.    The Sheraton Nashville Loan is structured with a hard lockbox and in place cash management. All credit card receipts are required to be deposited by the credit card processing companies 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 disbursed on each monthly payment date in accordance with the Sheraton Nashville Loan documents.
 
Additionally, all excess cash will be swept into a lender controlled account (i) upon an event of default, (ii) if the trailing 12-month period debt service coverage ratio, based on the then current debt service for the total debt, is less than 1.15x on the last day of the calendar quarter, or (iii) upon a default under the mezzanine loan that continues for 90 days.
 
 
 
 
 
 
 
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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623 Union Street
Nashville, TN 37219
Collateral Asset Summary
Sheraton Nashville
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$45,000,000
62.3%
2.25x
17.3%
 
Initial Reserves.    At closing, the borrower deposited (i) $499,062 into a tax reserve account, (ii) $14,750 into an insurance reserve account, (iii) $2,600,000 into a required repairs reserve account, (iv) $7,612,899 into an accretive capex reserve account and (v) $4,913,800 into a PIP 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 $62,383, into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $14,750, into an insurance reserve account, and (iii) 4.0% of the prior month’s gross revenues into a monthly FF&E reserve account.
 
Current Mezzanine or Subordinate Indebtedness.    A $10,000,000 mezzanine loan was provided at closing with an 11.7500% per annum interest rate. The mezzanine loan has a 10-year term and after a 3-year interest only period, amortizes on a fixed schedule, which results in a 300-month effective amortization period. The mezzanine loan is co-terminous with the Sheraton Nashville Loan.
 
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.
 
 
B-91

 
 
623 Union Street
Nashville, TN 37219
Collateral Asset Summary
Sheraton Nashville
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$45,000,000
62.3%
2.25x
17.3%
 
(MAP)
 
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.
 
 
B-92