FWP 1 fwp.htm FREE WRITING PROSPECTUS Unassociated Document
 
 
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-184376-02
     

 
February 19, 2013
 
         
 
FREE WRITING PROSPECTUS
   
 
STRUCTURAL AND COLLATERAL TERM SHEET
   
 
$1,494,076,230
   
 
(Approximate Total Mortgage Pool Balance)
       
       
 
$907,853,000
   
 
(Approximate Offered Certificates)
   
     
 
COMM 2013-CCRE6
 
     
     
 
Deutsche Mortgage & Asset Receiving Corporation
 
Depositor
   
   
   
 
German American Capital Corporation
 
Cantor Commercial Real Estate Lending, L.P.
 
Sponsors and Mortgage Loan Sellers
 
 
 
 
 
 
 
 
 
 
 
 
         
 
Deutsche Bank Securities
 
Cantor Fitzgerald & Co.
 
     
 
Joint Bookrunning Managers and Co-Lead Managers
 
         
 
CastleOak Securities, L.P.
J.P. Morgan
KeyBanc Capital Markets
 
         
         
   
Co-Managers
   
         
  
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
COMM 2013-CCRE6 Mortgage Trust
Capitalized terms used but not defined herein have the meanings assigned to them in the other Free Writing Prospectus expected to be dated February 19, 2013, relating to the offered certificates (hereinafter referred to as the “Free Writing Prospectus”).
 
KEY FEATURES OF SECURITIZATION
           
Key Features:
   
Pooled Collateral Facts(1):
 
Joint Bookrunner & Co-Lead
Deutsche Bank Securities Inc.
 
Initial Outstanding Pool Balance:
$1,494,076,230
Managers:
Cantor Fitzgerald & Co.
 
Number of Mortgage Loans:
48
Co-Managers:
CastleOak Securities, L.P.
 
Number of Mortgaged Properties:
80
 
J.P. Morgan Securities LLC
 
Average Mortgage Loan Cut-off Date Balance:
$31,126,588
 
KeyBanc Capital Markets Inc.
 
Average Mortgaged Property Cut-off Date Balance:
$18,675,953
Mortgage Loan Sellers:
German American Capital Corporation* (“GACC”)
 
Weighted Avg Mortgage Loan U/W NCF DSCR:
2.17x
 
(55.1%), Cantor Commercial Real Estate Lending,
 
Range of Mortgage Loan U/W NCF DSCR:
1.23x – 4.02x
 
L.P. (“CCRE”) (44.9%)
 
Weighted Avg Mortgage Loan Cut-off Date LTV:
58.3%
 
*An indirect wholly owned subsidiary of Deutsche Bank AG.
 
Range of Mortgage Loan Cut-off Date LTV:
42.1% – 75.0%
Master Servicer:
Wells Fargo Bank, National Association
 
Weighted Avg Mortgage Loan Maturity Date or ARD LTV:
51.1%
Operating Advisor:
Park Bridge Lender Services LLC
 
Range of Mortgage Loan Maturity Date or ARD LTV:
0.3% – 64.3%
Special Servicer:
Wells Fargo Bank, National Association
 
Weighted Avg U/W NOI Debt Yield:
12.1%
Certificate Administrator:
Deutsche Bank Trust Company Americas
 
Range of U/W NOI Debt Yield:
8.5% – 23.2%
Trustee:
U.S. Bank, National Association
 
Weighted Avg Mortgage Loan
 
Rating Agencies:
DBRS, Inc., Kroll Bond Rating Agency, Inc., Moody’s
 
Original Term to Maturity (months)(2):
106
 
Investors Service, Inc.
 
Weighted Avg Mortgage Loan
 
Determination Date:
The 6th day of each month, or if such 6th day is not a
 
Remaining Term to Maturity (months)(2):
104
 
business day, the following business day,
 
Weighted Avg Mortgage Loan Seasoning (months):
2
 
commencing in April 2013.
 
% Mortgage Loans with Amortization for Full Term(3):
54.7%
Distribution Date:
4th business day following the Determination Date in
 
% Mortgage Loans which Fully Amortize during the loan Term:
0.2%
 
each month, commencing April 2013.
 
% Mortgage Loans with Partial Interest Only:
17.7%
Cut-off Date:
Payment Date in March 2013 (or related origination
 
% Mortgage Loans with Full Interest Only(4):
27.5%
 
date, if later). Unless otherwise noted, all Mortgage
 
% Mortgage Loans with Upfront or Ongoing Tax Reserves:
71.0%
 
Loan statistics are based on balances as of the Cut-
 
% Mortgage Loans with Upfront or
 
 
off Date.
 
Ongoing Replacement Reserves(5):
67.1%
Settlement Date:
On or about March 7, 2013
 
% Mortgage Loans with Upfront or Ongoing Insurance Reserves:
25.4%
Settlement Terms:
DTC, Euroclear and Clearstream, same day funds,
 
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves(6):
80.7%
 
with accrued interest.
 
% Mortgage Loans with Upfront Engineering Reserves:
38.5%
ERISA Eligible:
All of the Offered Certificates are expected to be
 
% Mortgage Loans with Upfront or Ongoing Other Reserves:
41.5%
 
ERISA eligible.
 
(1)    With respect to the Larkspur Landing Hotel Portfolio loan, the Moffett Towers loan and the 540 West Madison Street loan, LTV, DSCR and Debt Yield calculations include all related pari passu companion loans. With respect to the Rochester Hotel Portfolio loan, LTV, DSCR and Debt Yield calculations do not include the RP Non-Pooled Component.
(2)    For the ARD loan, the original term to maturity and remaining term to maturity are through the anticipated repayment date.
(3)    Amortizing through the maturity date. 
(4)    Interest only through the maturity date.
(5)    Includes FF&E Reserves.
(6)    Represents the percent of the allocated Initial Outstanding Pool Balance of retail, office, industrial and mixed use properties only.
SMMEA Eligible:
None of the Offered Certificates will be SMMEA
 
 
eligible.
 
Day Count:
30/360
 
Tax Treatment:
REMIC
 
Rated Final Distribution Date:
March 2046
 
Minimum Denominations:
$10,000 (or $100,000 with respect to Class X-A) and
 
 
in each case in multiples of $1 thereafter.
 
Clean-up Call:
1%
 
     
 
Distribution of Collateral by Property Type
 
(PIE CHART)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
3

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
SUMMARY OF THE CERTIFICATES
 
OFFERED CERTIFICATES
 
Class(1)
Ratings
(DBRS/KBRA/Moody’s)
Initial Certificate
Balance or
Notional
Amount(2)
Initial
Subordination
Levels(6)
Weighted 
Average Life (years)(3)
Principal
Window
(months)(3)
Certificate
Principal to
Value Ratio(4)
Underwritten
NOI Debt Yield(5)
Class A-1
AAA(sf) / AAA(sf) / Aaa(sf)
  $80,554,000
30.000%
2.65
1 - 58
40.8%
17.3%
Class A-2
AAA(sf) / AAA(sf) / Aaa(sf)
$336,574,000
30.000%
4.87
58 - 59
40.8%
17.3%
Class A-SB
AAA(sf) / AAA(sf) / Aaa(sf)
  $92,228,000
30.000%
7.46
59 - 117
40.8%
17.3%
Class A-4
AAA(sf) / AAA(sf) / Aaa(sf)
$398,497,000
30.000%
9.84
117 - 119
40.8%
17.3%
Class X-A(7)
AAA(sf) / AAA(sf) / Aaa(sf)
$1,189,658,000(8)
N/A
N/A
N/A
N/A
N/A
 
NON-OFFERED CERTIFICATES
 
Class(1)
Ratings
(DBRS/KBRA/Moody’s)
Initial Certificate
Balance or
Notional 
Amount(2)
Initial
Subordination
Levels
Weighted 
Average
Life (years)(3)
Principal 
Window
(months)(3)
Certificate
Principal to
Value Ratio(4)
Underwritten
NOI Debt Yield(5)
Class A-3FL(9)
AAA(sf) / AAA(sf) / Aaa(sf)
$138,000,000
30.000%
9.76
117 - 117
40.8%
17.3%
Class A-3FX(9)
AAA(sf) / AAA(sf) / Aaa(sf)
                  $0
30.000%
9.76
117 - 117
40.8%
17.3%
Class X–B(7)
AAA(sf) / AAA(sf) / A2(sf)
   $143,805,000(8)
N/A
N/A
N/A
N/A
N/A
Class A–M(10)
AAA(sf) / AAA(sf) / Aaa(sf)
    $143,805,000(11)
20.375%
9.93
119 - 119
46.4%
15.2%
Class B(10)
AA(sf) / AA(sf) / Aa3(sf)
      $89,644,000(11)
14.375%
9.93
119 - 119
49.9%
14.1%
Class PEZ(10)
A(sf) / A(sf) / A1(sf)
    $287,610,000(11)
10.750%
9.93
119 - 119
52.0%
13.6%
Class C(10)
A(sf) / A(sf) / A3(sf)
      $54,161,000(11)
10.750%
9.93
119 - 119
52.0%
13.6%
Class D
BBB(low)(sf) / BBB(sf) / Baa3(sf)
  $63,498,000
6.500%
9.93
119 - 119
54.5%
12.9%
Class E
BB(sf) / BBB-(sf) / Ba2(sf)
  $26,146,000
4.750%
9.93
119 - 119
55.5%
12.7%
Class F
B(sf) / B(sf) / B2(sf)
  $26,146,000
3.000%
9.93
119 - 119
56.6%
12.5%
Class G
NR / NR / NR
  $44,823,230
0.000%
9.96
119 - 120
58.3%
12.1%
Class RP(12)
NR / NR / NR
    $9,987,055
N/A
4.79
1 - 59
N/A
N/A
(1)
The pass–through rates applicable to the Class A–1, Class A–2, Class A–SB, Class A-4, Class A–M, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-3 regular interest will equal one of the following per annum rates: (i) a fixed rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (other than the RP Non-Pooled Component) (in each case, adjusted, if necessary, to accrue on the basis of a 360–day year consisting of twelve 30–day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, (iii) the lesser of a specified pass–through rate and the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360–day year consisting of twelve 30–day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, or (iv) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360–day year consisting of twelve 30–day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, less a specified rate.  The Class PEZ certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interest of the Class A-M, Class B and Class C trust components represented by the Class PEZ certificates.  The pass-through rate on the Class A-M, Class B and Class C trust components will at all times be the same as the pass-through rate of the Class A-M, Class B and Class C Certificates.
(2)
Approximate; subject to a permitted variance of plus or minus 5%.
(3)
The weighted average life and principal window during which distributions of principal would be received as set forth in the table with respect to each class of certificates with a certificate balance is based on (i) modeling assumptions and prepayment assumptions described in the Free Writing Prospectus, (ii) assumptions that there are no prepayments or losses on the mortgage loans and (iii) assumptions that there are no extensions of maturity dates and that the mortgage loan with an anticipated repayment date is repaid on its anticipated repayment date.
(4)
“Certificate Principal to Value Ratio” for any class with a Certificate Balance is calculated as the product of (a) the weighted average mortgage loan Cut–off Date LTV of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of the related class of Certificates and all other classes, if any, that are senior to such class, and the denominator of which is the total initial Certificate Balance of all Certificates. The Certificate Principal to Value Ratios of the Class A–1, Class A–2, Class A–SB, Class A–3FL and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
(5)
“Underwritten NOI Debt Yield” for any class with a Certificate Balance is calculated as the product of (a) the weighted average U/W NOI Debt Yield for the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance and the denominator of which is the total initial Certificate Balance of the related class of Certificates and all other classes, if any, that are senior to such class. The Underwritten NOI Debt Yields of the Class A–1, Class A–2, Class A–SB, Class A–3FL and Class A–4 Certificates are calculated in the aggregate for those classes as if they were a single class.
(6)
The initial subordination levels for the Class A–1, Class A–2, Class A–SB, Class A–3FL and Class A-4 Certificates are represented in the aggregate. The initial subordination levels for the Class C and Class PEZ Certificates are equal to the subordination level of the underlying Class C trust component which will have an initial outstanding balance on the Settlement Date of $54,161,000.
(7)
The pass–through rate applicable to the Class X–A and Class X–B Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary to accrue on the basis of a 360 day year consisting of twelve 30–day months), over (ii)(A) with respect to the Class X–A Certificates, the weighted average of the pass–through rates of the Class A–1, Class A–2, Class A–SB and Class A-4, the Class A-3 regular interest and the Class A–M trust component outstanding (based on their Certificate Balances), as further described in the Free Writing Prospectus and (B) with respect to the Class X–B Certificates, the weighted average pass–through rates of the Class B and Class C trust components, as further described in the Free Writing Prospectus (based on their Certificate Balances).
(8)
The Class X–A and Class X–B Certificates (the “Class X Certificates”) will not have a Certificate Balance.  Neither the Class X–A nor Class X–B Certificates will be entitled to distributions of principal.  The interest accrual amounts on the Class X–A Certificates will be calculated by reference to a notional amount equal to the sum of the total Certificate Balances of each of the Class A–1, Class A–2, Class A–SB and Class A–4 Certificates, the Class A-3 regular interest and the Class A–M trust
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
4

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
SUMMARY OF THE CERTIFICATES
 
 
component outstanding. The interest accrual amounts on the Class X–B Certificates will be calculated by reference to a notional amount equal to the Certificate Balance of the Class B and Class C trust components.
(9)
All or a portion of the Class A-3FL Certificates may be exchanged for Class A-3FX Certificates. The aggregate Certificate Balance of the Class A-3FL Certificates and Class A-3FX Certificates will at all times equal the certificate balance of the Class A-3 regular interest.
(10)
Up to the full Certificate Balance of the Class A-M, Class B and Class C Certificates may be exchanged for Class PEZ Certificates, and Class PEZ Certificates may be exchanged for up to the full Certificate Balance of the Class A-M, Class B and Class C Certificates.
(11)
On the Settlement Date, the issuing entity will issue the Class A-M, Class B and Class C trust components, which will have outstanding principal balances on the Settlement Date of $143,805,000, $89,644,000 and $54,161,000, respectively. The Class A-M, Class B, Class PEZ and Class C Certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold such trust components.  Each class of the Class A-M, Class B and Class C Certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-M, Class B and Class C trust components, respectively.  The Class PEZ Certificates will, at all times, represent a beneficial interest in the remaining percentages of the outstanding principal balances of the Class A-M, Class B and Class C trust components. Following any exchange of Class A-M, Class B and Class C Certificates for Class PEZ Certificates or any exchange of Class PEZ Certificates for Class A-M, Class B and Class C Certificates as described in the Free Writing Prospectus, the percentage interest of the outstanding principal balances of the Class A-M, Class B and Class C trust component that is represented by the Class A-M, Class B, Class PEZ and Class C Certificates will be increased or decreased accordingly. The initial Certificate Balance of each of the Class A-M, Class B and Class C Certificates represents the Certificate Balance of such class without giving effect to any exchange. The initial Certificate Balance of the Class PEZ Certificates is equal to the aggregate of the initial Certificate Balance of the Class A-M, Class B and Class C Certificates and represents the maximum Certificate Balance of the Class PEZ Certificates that could be issued in an exchange. The Certificate Balances of the Class A-M, Class B and Class C Certificates to be issued on the Settlement Date will be reduced, in required proportions, by an amount equal to the Certificate Balance of the Class PEZ Certificates issued on the Settlement Date.
(12)
The Class RP Certificates will only receive distributions from, and will only incur losses with respect to, the RP Non-Pooled Component of the Rochester Hotel Portfolio Mortgage Loan. For any Distribution Date, the pass-through rate on the Class RP Certificates will be the net mortgage rate of the RP Non-Pooled Component of the Rochester Hotel Portfolio Mortgage Loan.
 
Short–Term Certificate Principal Paydown Summary(1)
 
Class
Mortgage Loan
Seller
Mortgage Loan
Property Type
Cut–off Date
Balance
Remaining Term
to Maturity (Mos.)
Cut-off Date
LTV Ratio
U/W
NCF DSCR
U/W NOI Debt Yield
A-1/A-2
GACC
540 West Madison Street
Office
$100,000,000
58
63.5%
2.62x
10.8%
A-1/A-2
CCRE
Larkspur Landing Hotel Portfolio
Hospitality
  $79,794,922
58
68.3%
1.73x
12.3%
A-1/A-2
GACC
Streets of Brentwood
Retail
  $41,885,239
58
50.5%
2.29x
12.6%
A-2
GACC
Rochester Hotel Portfolio
Hospitality
$109,857,615
59
52.4%
2.10x
14.5%
A-2
GACC
Best Western Lake Buena Vista
Hospitality
  $10,728,230
59
59.6%
1.56x
14.1%
A-2
CCRE
Courtyard Marriott Pueblo
Hospitality
    $6,986,549
59
61.3%
2.21x
19.0%
A-2
CCRE
La Quinta Inn & Suites Canton
Hospitality
    $4,254,929
59
48.4%
2.89x
23.2%
                 
(1)
This table identifies loans with balloon payments due during the principal paydown window assuming 0% CPR and no losses on the indicated loans. See “Yield and Maturity Considerations– Yield Considerations” in the Free Writing Prospectus.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
5

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
TRANSACTION HIGHLIGHTS
 
$1,494,076,230 (Approximate) New–Issue Multi–Borrower CMBS:
 
 
Overview: The mortgage pool consists of 48 fixed–rate commercial, multifamily and manufactured housing community loans that have an aggregate Cut–off Date Balance of $1,494,076,230 (the “Initial Outstanding Pool Balance”), have an average Cut–off Date Balance of $31,126,588 per Mortgage Loan and are secured by 80 Mortgaged Properties located throughout 25 states and the District of Columbia.
 
 
LTV: 58.3% weighted average Cut–off Date LTV and 51.1% weighted average Maturity Date or ARD LTV.
 
 
DSCR: 2.33x weighted average Debt Service Coverage Ratio, based on Underwritten NOI. 2.17x weighted average Debt Service Coverage Ratio, based on Underwritten NCF.
 
 
Debt Yield: 12.1% weighted average debt yield, based on Underwritten NOI. 11.2% weighted average debt yield, based on Underwritten NCF.
 
 
Credit Support: 30.000% credit support for the Class A–1, Class A–2, Class A–SB and Class A–4 Certificates and the Class A-3 regular interest in the aggregate, which are each rated AAA(sf) / AAA(sf) / Aaa(sf) by DBRS/KBRA/Moody’s.
 
Loan Structural Features:
 
 
Amortization: 72.5% of the Mortgage Loans by Cut–off Date Balance have scheduled amortization:
 
 
54.7% of the Mortgage Loans by Cut–off Date Balance have amortization for the entire term with a balloon payment due at Maturity.
 
 
17.7% of the Mortgage Loans by Cut–off Date Balance have scheduled amortization following a partial interest–only period with a balloon payment due at Maturity or ARD.
 
 
0.2% of the Mortgage Loans by Cut–off Date Balance are fully amortizing for the entire term.
 
 
Hard Lockboxes: 90.0% of the Mortgage Loans by Cut–off Date Balance have Hard Lockboxes in place.
 
 
Cash Traps: 65.2% of the Mortgage Loans by Cut–off Date Balance have cash traps triggered by certain declines in net cash flow, all at levels greater than 1.05x coverage, that fund an excess cash flow reserve.
 
 
Reserves: The Mortgage Loans require amounts to be escrowed for reserves upfront or on an ongoing basis as follows:
 
 
Real Estate Taxes: 40 Mortgage Loans representing 71.0% of the total Cut–off Date Balance.
 
 
Insurance Reserves: 26 Mortgage Loans representing 25.4% of the total Cut–off Date Balance.
 
 
Replacement Reserves (Including FF&E Reserves): 38 Mortgage Loans representing 67.1% of the total Cut–off Date Balance.
 
 
Tenant Improvement / Leasing Commissions: 23 Mortgage Loans representing 80.7% of the total allocated Cut–off Date Balance of office, retail, mixed use and industrial properties only.
 
 
Defeasance: 73.1% of the Mortgage Loans by Cut–off Date Balance permit defeasance only after a lockout period and prior to an open period.
 
 
Yield Maintenance: 26.9% of the Mortgage Loans by Cut–off Date Balance permit prepayment only with a Yield Maintenance Charge, following a lockout period, and prior to an open period.
 
Multiple–Asset Types > 5.0% of the Total Pool:
 
 
Office: 31.7% of the Mortgaged Properties by allocated Cut–off Date Balance are office properties.
 
 
Hospitality: 25.9% of the Mortgaged Properties by allocated Cut–off Date Balance are hospitality properties.
 
 
Retail: 24.6% of the Mortgaged Properties by allocated Cut–off Date Balance are retail properties (23.7% of the Mortgaged Properties are anchored retail properties, including single tenant and shadow anchored properties).
 
 
Mixed Use: 9.3% of the Mortgaged Properties by allocated Cut-off Date Balance are mixed use properties.
 
Geographic Diversity: The 80 Mortgaged Properties are located throughout 25 states and the District of Columbia, with only two states having greater than 10.0% by allocated Cut–off Date Balance: California (25.2%) and the District of Columbia (17.0%).
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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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Principal Payments:
Payments in respect of principal of the Certificates will be distributed, first, to the Class A–SB Certificates, until the Certificate Balance of such Class is reduced to the planned principal balance for the related Distribution Date set forth on Annex A–3 to the Free Writing Prospectus, then, to the Class A–1 Certificates, Class A–2 Certificates, Class A–3 regular interest, Class A-4 Certificates and Class A–SB Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero, then, to the Class A-M trust component (and correspondingly to the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class A-M trust component) until the Certificate Balance of the Class A-M trust component has been reduced to zero, then, to the Class B trust component (and correspondingly to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class B trust component) until the Certificate Balance of the Class B trust component has been reduced to zero, then, to the Class C trust component (and correspondingly to the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class C trust component), until the Certificate Balance of the Class C trust component has been reduced to zero, and then, to the Class D, Class E, Class F and Class G Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero.  Notwithstanding the foregoing, if the total Certificate Balance of the Class A–M trust component, Class B trust component, Class C trust component and the Class D through Class G Certificates has been reduced to zero as a result of loss allocation, payments in respect of principal of the Certificates will be distributed, first, to the Class A–1, Class A–2, Class A–4 and Class A–SB Certificates and the Class A-3 regular interest, on a pro rata basis, based on the Certificate Balance of each such Class, then, to the extent of any recoveries on realized losses, to the Class A-M trust component (and correspondingly to the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class A-M trust component), then, to the extent of any recoveries on realized losses, to the Class B trust component (and correspondingly to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class B trust component), then, to the extent of any recoveries on realized losses, to the Class C trust component (and correspondingly to the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class C trust component), then, to the extent of any recoveries on realized losses, to the  Class D, Class E, Class F and Class G Certificates, in that order, in each case until the Certificate Balance of each such Class is reduced to zero (or previously allocated realized losses have been fully reimbursed).
 
The Class X–A and Class X–B Certificates will not be entitled to receive distributions of principal; however, (i) the notional amount of the Class X–A Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to the Class A–1, Class A–2, Class A–SB and Class A–4 Certificates, the Class A-3 regular interest and the Class A–M trust component; and (ii) the notional amount of the Class X–B Certificates will be reduced by the principal distributions and realized losses allocated to the Class B and Class C trust components.
 
Interest Payments:
On each Distribution Date, interest accrued for each Class of the Certificates at the applicable pass–through rate will be distributed in the following order of priority, to the extent of available funds: first, to the Class A–1, Class A–2, Class A–SB, Class A–4, Class X–A and Class X–B Certificates and the Class A-3 regular interest, on a pro rata basis, based on the accrued and unpaid interest on each such Class, then, to the Class A-M trust component (and correspondingly to the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests of the accrued and unpaid interest on the Class A-M trust component), then, to the Class B trust component (and correspondingly to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests of the accrued and
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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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unpaid interest on the Class B trust component), then, to the Class C trust component (and correspondingly to the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests of the accrued and unpaid interest on the Class C trust component), and then, to the Class D, Class E, Class F and Class G Certificates, in that order, in each case until the interest payable to each such Class is paid in full.
 
The pass–through rates applicable to the Class A–1, Class A–2, Class A–SB, Class A4, Class A–M, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the Class A-3 regular interest for each Distribution Date will equal one of the following per annum rates: (i) a fixed rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360–day year consisting of twelve 30–day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, (iii)  the lesser of a specified pass–through rate and the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360–day year consisting of twelve 30–day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, or (iv) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360–day year consisting of twelve 30–day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, less a specified rate.  The pass-through rate on the Class A-M, Class B and Class C trust components will at all times be the same as the pass-through rate of the Class A-M, Class B and Class C Certificates. The Class PEZ Certificates will not have a pass-through rate, but will be entitled to receive the sum of interest distributable on the percentage interest of the Class A-M, Class B and Class C trust component represented by the PEZ Certificates.
 
The pass–through rate applicable to the Class X–A and Class X–B Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360–day year consisting of twelve 30–day months), over (ii)(A) with respect to the Class X–A Certificates, the weighted average of the pass–through rates of the Class A–1, Class A–2, Class A–SB and Class A–4 Certificates, Class A-3 regular interest and Class A–M trust component, as further described in the Free Writing Prospectus and (B) with respect to the Class X–B Certificates, the weighted average pass–through rates of the Class B and Class C trust components, as further described in the Free Writing Prospectus.
 
The Pass-Through Rate applicable to the Class A-3FL Certificates will be equal to a LIBOR-based floating rate.  If there is a continuing payment default on the part of the swap counterparty under the related swap agreement, or if the related swap agreement is terminated and not replaced, then the Pass-Through Rate applicable to the Class A-3FL Certificates will convert to the Pass-Through Rate of the Class A-3 regular interest.
 
Prepayment Interest Shortfalls:
Net prepayment interest shortfalls will be allocated pro rata based on interest entitlements, in reduction of the interest otherwise payable with respect to each interest–bearing class of certificates.
   
Loss Allocation:
Losses will be allocated to each Class of Certificates in reverse alphabetical order starting with Class G through and including the Class D Certificates, then to the Class C trust component (and correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class C trust component), then to the Class B trust component (and correspondingly, to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class B trust component), then to the Class A-M trust
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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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component (and correspondingly, to the Class A-M Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class A-M trust component), and then to Class A–1, Class A–2, Class A–SB and Class A–4 Certificates and the Class A-3 regular interest on a pro rata basis based on the Certificate Balance of each such class. The notional amount of any Class of Class X Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates and trust components that are components of the notional amount of such Class of Class X Certificates.
 
Prepayment Premiums:
 
A percentage of all prepayment premiums (either fixed prepayment premiums or yield maintenance amount) collected will be allocated to each of the Class A–1, Class A–2, Class A–4, Class A–SB and Class D Certificates, the Class A-3 regular interest and the Class A-M, Class B and Class C trust components (the “YM P&I Certificates”) then entitled to principal distributions, which percentage will be equal to the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such Class on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of the Class A–1, Class A-2, Class A-4, Class A-SB and Class D Certificates, the Class A-3 regular interest and the Class A-M, Class B and Class C trust components on such Distribution Date, and (b) a fraction (expressed as a percentage which can be no greater than 100% nor less than 0%), the numerator of which is the excess of the pass–through rate of such Class currently receiving principal over the relevant Discount Rate, and the denominator of which is the excess of the Mortgage Rate of the related Mortgage Loan over the relevant Discount Rate.
 
Prepayment Premium Allocation Percentage for all YM P&I Certificates =
       
 
(Pass–Through Rate – Discount Rate)
X
The percentage of the principal
distribution amount to such
Class as described in (a) above
 
(Mortgage Rate – Discount Rate)
 
  The remaining percentage of the prepayment premiums will be allocated to the Class X Certificates in the manner described in the Free Writing Prospectus. In general, this formula provides for an increase in the percentage of prepayment premiums allocated to the YM P&I Classes then entitled to principal distributions relative to the Class X Certificates as Discount Rates decrease and a decrease in the percentage allocated to such Classes as Discount Rates rise.
   
Sale of Defaulted Loans:
Defaulted loans will be sold in a process similar to the sale process for REO property, as described under “The Pooling and Servicing Agreement—Sale of Defaulted Mortgage Loans and Serviced REO Properties” in the Free Writing Prospectus.  There will be no “fair market value purchase option” and the Controlling Class Representative will have no right of first refusal with respect to the sale of defaulted loans.
 
Loan Combinations/Split Loan
Structures:
 
The portfolio of Mortgaged Properties identified on Annex A–1 to the Free Writing Prospectus as Larkspur Landing Hotel Portfolio secures a Mortgage Loan (the “Larkspur Landing Hotel Portfolio Mortgage Loan”) with an outstanding principal balance as of the Cut–off Date of $79,794,922, evidenced by Note A-1, representing approximately 5.3% of the Initial Outstanding Pool Balance, and is secured on a pari passu basis with a companion loan that has an outstanding principal balance as of the Cut–off Date of $59,846,192, evidenced by Note A-2, which is currently held by CCRE.  The Larkspur Landing Hotel Portfolio Mortgage Loan and related companion loan are pari passu in right of payment and are collectively referred to herein as the “Larkspur Landing Hotel Portfolio Combination.” The Larkspur Landing Hotel Portfolio Loan Combination will be serviced pursuant to the pooling and servicing agreement related to this transaction (the “Pooling
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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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and Servicing Agreement”) and the related intercreditor agreement.  The Larkspur Landing Hotel Portfolio pari passu companion loan evidenced by Note A-2 may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement).  For additional information regarding the Larkspur Landing Hotel Loan Combination, see “Description of the Mortgage Pool—Loan Combinations/Split Loan Structures—Larkspur Landing Hotel Portfolio Loan Combination” in the Free Writing Prospectus.
 
The Mortgaged Property identified on Annex A–1 to the Free Writing Prospectus as Moffett Towers secures a Mortgage Loan (the “Moffett Towers Mortgage Loan”) with an outstanding principal balance as of the Cut–off Date of $120,000,000, evidenced by Note A-2, representing approximately 8.0% of the Initial Outstanding Pool Balance, and is secured on a pari passu basis with the following companion loans, which are not part of the mortgage pool: (i) a companion loan with an outstanding principal balance as of the Cut-off Date of $175,000,000, evidenced by Note A-1, which is currently held in the COMM 2013–LC6 Mortgage Trust and (ii) a companion loan with an outstanding principal balance as of the Cut-off Date of $40,000,000, evidenced by Note A-3, which is currently held by GACC. The Moffett Towers Mortgage Loan and related companion loans are pari passu in right of payment and are referred to herein as the “Moffett Towers Loan Combination.”  The Moffett Towers pari passu companion loan evidenced by Note A-3 may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement).
 
The Mortgaged Property identified on Annex A–1 to the Free Writing Prospectus as 540 West Madison Street secures a Mortgage Loan (the “540 West Madison Street Mortgage Loan”) with an outstanding principal balance as of the Cut–off Date of $100,000,000, evidenced by Note A-2, representing approximately 6.7% of the Initial Outstanding Pool Balance, and is secured on a pari passu basis with a companion loan that has an outstanding principal balance as of the Cut-off Date of $135,000,000, evidenced by Note A-1, which is currently held in the COMM 2013-LC6 Trust. The 540 West Madison Street Mortgage Loan and related companion loan are pari passu in right of payment and are referred to herein as the “540 West Madison Street Loan Combination.”
 
The Moffett Towers Loan Combination and 540 West Madison Street Loan Combination are being serviced pursuant to the COMM 2013-LC6 pooling and servicing agreement and the related intercreditor agreements.  For additional information regarding the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination, see “Description of the Mortgage Pool—Loan Combinations/Split Loan Structures—The Moffett Towers Loan Combination” and “—The 540 West Madison Street Loan Combination” in the Free Writing Prospectus.
 
The Mortgaged Properties identified on Annex A-1 to the Free Writing Prospectus as Rochester Hotel Portfolio (the “Rochester Hotel Portfolio Mortgage Loan”) will be divided into a pooled component having a cut-off date balance of $109,857,615 (the “RP Pooled Component”), and a non-pooled component having a cut-off date balance of $9,987,056 (the “RP Non-Pooled Component”).  The RP Pooled Component will be pooled together with the other Mortgage Loans, and interest and principal received in respect of the RP Pooled Component will be available to make distributions in respect of each Class of Certificates other than the Class RP Certificates.  Payments of interest and principal received in respect of the RP Non-Pooled Component will be available to make distributions in respect of the Class RP Certificates.  Losses with respect to the Rochester Hotel Portfolio Mortgage Loan will be allocated first to the RP Non-Pooled Component and then to the RP Pooled Component.  Losses with respect to the other Mortgage Loans will not be allocated to the RP Non-Pooled Component.  “Description of the Mortgage Pool—Loan Combinations/Split Loan Structures—Rochester Hotel Portfolio” in the Free Writing Prospectus.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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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Control Rights:
Other than with respect to the Moffett Towers Loan Combination, the 540 West Madison Street Loan Combination and the Rochester Hotel Portfolio loan (so long as a “RP control appraisal event” (as defined in the Free Writing Prospectus) has not occurred and is continuing) certain Classes of Certificates (the “Control Eligible Certificates”) will have certain control rights over servicing matters with respect to each Mortgage Loan. The majority owner or appointed representative of the Class of Control Eligible Certificates that is the Controlling Class (such owner or representative, the “Directing Holder”), will be entitled to direct the Special Servicer to take, or refrain from taking certain actions with respect to a Mortgage Loan. Furthermore, the Directing Holder will also have the right to receive notice and consent to certain material actions that the Master Servicer and the Special Servicer proposes to take with respect to such Mortgage Loan.
 
The directing holder of the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination is the directing holder of the COMM 2013-LC6 Mortgage Trust.  Prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder of this transaction will have consultation rights (but not control rights) with respect to certain material actions to be taken by the master servicer and the special servicer of the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination. The directing holder of the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination is referred to herein as a “Loan Combination Directing Holder”.  See also “Description of the Mortgage Pool—Loan Combinations/Split Loan Structures” in the Free Writing Prospectus.
 
Control Eligible Certificates:
Class E, Class F and Class G Certificates.
 
Controlling Class:
The Controlling Class will be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class, equal to no less than 25% of the initial Certificate Balance of such Class.
   
  The Controlling Class as of the Settlement Date will be the Class G Certificates.
   
 
The holder of the control rights with respect to the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination will be the related Loan Combination Directing Holder.  The holder of the control rights with respect to the Rochester Hotel Portfolio loan will initially be the holder of the Class RP Certificates.
 
Appraised–Out Class:
Any Class of Control Eligible Certificates that has been determined, as a result of Appraisal Reductions Amounts allocable to such Class, to no longer be the Controlling Class.
 
Remedies Available to Holders
of an Appraised–Out Class:
 
Holders of the majority of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class as a result of an allocation of an Appraisal Reduction Amounts in respect of such Class will have the right, at their sole expense, to require the Special Servicer to order a second appraisal for any Mortgage Loan for which an Appraisal Reduction Event has occurred. Upon receipt of the second appraisal, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of the second appraisal, a recalculation of the Appraisal Reduction Amount is warranted. If warranted, the Special Servicer will direct the Master Servicer to recalculate the Appraisal Reduction Amount based on the second appraisal, and if required by such recalculation, the Special Servicer will reinstate the Appraised–Out Class as the Controlling Class. The Holders of an Appraised–Out Class requesting a second appraisal will not be entitled to exercise any rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class.
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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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Directing Holder:
It is expected that an entity controlled by Eightfold Real Estate Capital Fund II, L.P., will be the initial Directing Holder (for each Mortgage Loan other than the Moffett Towers Mortgage Loan, the 540 West Madison Street Mortgage Loan and the Rochester Hotel Portfolio loan (so long as a RP control appraisal event has not occurred and is continuing)) and will also own 100% of the Class E, Class F and Class G Certificates as of the Settlement Date.
 
The directing holder with respect to the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination will be the related Loan Combination Directing Holder.  The Loan Combination Directing Holder of the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination will initially be the directing holder of the COMM 2013-LC6 Mortgage Trust. The directing holder with respect to the Rochester Hotel Portfolio loan will initially be the holder of the Class RP Certificates.
 
Control Termination Event:
Will occur when no Class of Control Eligible Certificates has a Certificate Balance (as notionally or actually reduced by any Appraisal Reduction Amounts and Realized Losses) equal to or greater than 25% of the Certificate Balance as of the Settlement Date.
 
Upon the occurrence and the continuance of a Control Termination Event, the Controlling Class will no longer have any Control Rights. The Directing Holder will no longer have the right to direct certain actions of the Special Servicer and will no longer have consent rights with respect to certain material actions that the Master Servicer or Special Servicer proposes to take with respect to a Mortgage Loan.
 
Upon the occurrence and continuation of a Control Termination Event, the Directing Holder (i.e., the majority owner or representative of the senior most Class of Control Eligible Certificates) will retain non–binding consultation rights with respect to certain material actions that the Special Servicer proposes to take with respect to a Mortgage Loan. Such consultation rights will continue until the occurrence of a Consultation Termination Event.
 
With respect to the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination, the related Loan Combination Directing Holder will retain its control rights as specified under the related intercreditor agreement, without regard to whether a Control Termination Event has occurred and is continuing under the Pooling and Servicing Agreement. With respect to the Rochester Hotel Portfolio loan, the holder of the Class RP Certificates will retain its control rights as specified under the Pooling and Servicing Agreement so long as no RP control appraisal event has occurred and is continuing.
 
Consultation Termination Event:
Will occur when, without giving regard to the application of any Appraisal Reduction Amounts (i.e., giving effect to principal reduction through Realized Losses only), there is no Class of Control Eligible Certificates that has an aggregate Certificate Balance equal to 25% or more of the initial Certificate Balance of such Class.
 
Upon the occurrence and continuance of a Consultation Termination Event, the Directing Holder will have no rights under the Pooling and Servicing Agreement other than those rights that all Certificateholders have.
 
With respect to the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination, the related Loan Combination Directing Holder will retain its control rights as specified under the related intercreditor agreement, without regard to whether a Consultation Termination Event has occurred and is continuing under the Pooling and Servicing Agreement.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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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Appointment and Replacement
of Special Servicer:
 
The Directing Holder will appoint the initial Special Servicer as of the Settlement Date. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may generally be replaced at any time by the Directing Holder.
 
Upon the occurrence and during the continuance of a Control Termination Event, the Directing Holder will no longer have the right to replace the Special Servicer and such replacement will occur based on a vote of holders of all voting eligible Classes of Certificates as described below.  
 
Replacement of Special Servicer
by Vote of Certificateholders:
 
Other than with respect to the Moffett Towers Loan Combination, the 540 West Madison Street Loan Combination and the Rochester Hotel Portfolio loan (so long as a RP control appraisal event has not occurred and is continuing), if a Control Termination Event has occurred and is continuing, upon (i) the written direction of holders of Certificates evidencing not less than 25% of the voting rights of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Special Servicer with a replacement Special Servicer, (ii) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such holders to the Certificate Administrator of written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the Certificates, the Certificate Administrator will be required to promptly provide written notice to all certificateholders of such request and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction (within 180 days) of (i) Holders of at least 75% of the aggregate voting rights of all Classes of Certificates entitled to principal (taking into account Realized Losses and the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) or (ii) the Holders of more than 50% of the voting rights of each Class of Non–Reduced Certificates, the Trustee will immediately replace the Special Servicer with the replacement Special Servicer.
 
In addition, after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer. The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by a majority of the voting rights of all Classes of Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) within 180 days from the time such recommendation is posted to the Certificate Administrator website and is subject to the receipt of written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the Certificates.
 
With respect to the Moffett Towers Loan Combination, the 540 West Madison Street Loan Combination and the Rochester Hotel Portfolio loan (so long as a RP control appraisal event has not occurred and is continuing), none of the Directing Holder, the Trustee or any Certificateholders will have the right to replace the special servicer.
 
Cap on Workout and Liquidation
Fees:
 
The workout fees and liquidation fees payable to a Special Servicer will be an amount equal to the lesser of: (1) 1.0% of each collection of interest and principal following a workout or liquidation and (2) $1,000,000 per workout or liquidation. All Modification Fees
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
13

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
STRUCTURE OVERVIEW
 
  actually paid to the Special Servicer in connection with a workout or liquidation or in connection with any prior workout or partial liquidation that occurred within the prior 18 months will be deducted from the total workout and/or liquidation fees payable (other than Modification Fees earned while the Mortgage Loan was not in special servicing). In addition, the total amount of workout and liquidation fees actually payable by the Trust will be capped in the aggregate at $1,000,000 for each Mortgage Loan. If a new special servicer begins servicing the Mortgage Loan, all amounts paid to the prior special servicer will be disregarded for purposes of calculating the cap.
   
Special Servicer Compensation:
The special servicing fee will equal 0.25% per annum of the stated principal balance of the related specially serviced loan or REO property. The Special Servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other remuneration (including in the form of commissions, brokerage fees, rebates, or as a result of any other fee–sharing arrangement) from any person (including the issuing entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Loan Combination, if any, and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Loan Combination, the management or disposition of any REO Property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement, other than as expressly permitted in the Pooling and Servicing Agreement and other than commercially reasonable treasury management fees, banking fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any mortgage loan. The Special Servicer will also be required to report any compensation or other remuneration the Special Servicer or its affiliates have received from any person and such information will be disclosed in the Certificateholders’ monthly distribution date statement.
 
Operating Advisor:
With respect to the Mortgage Loans and prior to the occurrence of a Control Termination Event, the Operating Advisor will have access to any final asset status report and all information available with respect to the transaction on the Certificate Administrator’s website but will not have any approval or consultation rights.  After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will have consultation rights with respect to certain major decisions and will have additional monitoring responsibilities on behalf of the entire trust.
 
The Operating Advisor will be subject to termination if holders of at least 15% of the aggregate voting rights of the Certificates (in connection with termination and replacement relating to the Mortgage Loans), vote to terminate and replace the Operating Advisor and such vote is approved by holders of more than 50% of the applicable voting rights that exercise their right to vote, provided that holders of at least 50% of the applicable voting rights have exercised their right to vote. The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement.
 
The Operating Advisor will not have consultation rights in respect of the Moffett Towers Loan Combination and the 540 West Madison Street Loan Combination.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
14

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
STRUCTURE OVERVIEW
 
Liquidated Loan Waterfall:
On liquidation of any Mortgage Loan, all net liquidation proceeds will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any amount by which the interest portion of P&I Advances previously made was reduced as a result of Appraisal Reduction Amounts. After the adjusted interest amount is so allocated, any remaining net liquidation proceeds will be allocated to pay principal on the Mortgage Loan until the unpaid principal amount of the Mortgage Loan has been reduced to zero. Any remaining liquidation proceeds would then be allocated as a recovery of accrued and unpaid interest corresponding to the amount by which the interest portion of P&I Advances previously made was reduced as a result of Appraisal Reduction Amounts.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
15

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Distribution of Cut–off Date Balances(1)
 
  Range of Cut–off Date Balances
Number of
Mortgage Loans
Aggregate
Cut–off Date Balance
% of Initial
Outstanding
Pool
Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W
NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
or ARD
$2,600,000
-
$9,999,999
21
$129,252,127
8.7%
4.5830%
114
1.74x
66.3%
51.7%
$10,000,000
-
$24,999,999
11
$155,672,653
10.4%  
4.4319%
115
1.69x
60.0%
47.4%
$25,000,000
-
$39,999,999
4
$130,700,377
8.7%
4.3012%
118
1.75x
61.0%
49.9%
$40,000,000
-
$54,999,999
1
$41,885,239
2.8%
3.5128%
  58
2.29x
50.5%
46.4%
$55,000,000
-
$69,999,999
1
$63,607,758
4.3%
3.9665%
118
1.47x
66.4%
52.8%
$70,000,000
-
$130,000,000
10
$972,958,075
65.1%  
4.1576%
100
2.40x
56.5%
51.8%
  Total/Weighted Average
48
$1,494,076,230
100.0%    
 4.2094% 
104
2.17x
58.3%
51.1%
 
Distribution of Mortgage Rates(1)
 
  Range of Mortgage Rates
Number of
Mortgage Loans
Aggregate
Cut–off Date Balance
% of Initial
Outstanding
Pool
Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W
NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
or ARD
3.5128%
-
4.2499%
16
 $886,300,831
59.3%
3.9107%
109
2.46x
55.1%
49.8%
4.2500%
-
4.4999%
 11
$248,563,196
16.6%
4.3643%
119
1.65x
66.2%
52.9%
4.5000%
-
4.7499%
  9
  $98,173,668
  6.6%
4.5632%
109
1.67x
60.0%
48.6%
4.7500%
-
5.1840%
12
$261,038,535
17.5%
4.9428%
  73
1.88x
61.0%
54.6%
  Total/Weighted Average
48
  $1,494,076,230 
  100.0%
4.2094% 
104
2.17x
58.3%
51.1%
 
Property Type Distribution(1)(3)
 
  Property Type
Number of
Mortgaged
Properties
Aggregate
Cut–off
Date Balance
% of Initial
Outstanding
Pool
Balance
Number
of Units, Rooms,
Pads or NRA
Weighted Averages
Cut–off Date
Balance per
Unit/Room/
Pad/NRA
Mortgage
Rate
Stated
Remaining 
Term (Mos.)(2)
Occupancy
U/W NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
or ARD
Office
8
 $473,602,024
31.7%  
 3,897,541
       $217
4.1187%
106
89.2%
2.29x
56.7%
51.5%
CBD
5
 $345,814,140
23.1%  
 2,879,791
       $172
4.1382%
101
89.3%
2.56x
56.1%
51.8%
Suburban
3
 $127,787,884
8.6%
 1,017,750
       $340
4.0660%
117
89.0%
1.57x
58.3%
50.6%
Hospitality
27
$386,475,094
25.9%  
       4,387
$125,475
4.6433%
86
74.4%
1.92x
59.1%
50.5%
Full Service
6
 $191,452,045
12.8%  
        1,920
$130,271
4.4996%
88
69.9%
1.95x
55.2%
46.1%
Extended Stay
16
 $146,590,268
9.8%
        1,819
$126,369
4.7968%
82
81.7%
1.85x
66.2%
58.2%
Limited Service
5
  $48,432,782
3.2%
          648
$103,807
4.7474%
88
70.1%
2.03x
53.1%
44.3%
Retail
19
 $367,007,613
24.6%  
3,242,260
       $153
3.8946%
112
92.8%
2.66x
54.2%
48.1%
Anchored(4)
15
 $353,666,329
23.7%  
3,214,653
       $132
3.8871%
112
92.6%
2.70x
53.9%
48.0%
Unanchored
4
  $13,341,284
0.9%
      27,607
       $706
4.0927%
118
99.1%
1.64x
62.0%
49.5%
Mixed Use
11
$139,404,964
9.3%
   670,868
       $255
3.8888%
117
93.3%
1.70x
69.2%
59.7%
Retail/Office
11
 $139,404,964
9.3%
   670,868
       $255
3.8888%
117
93.3%
1.70x
69.2%
59.7%
Multifamily
5
   $57,768,291
3.9%
          549
$539,383
4.5581%
118
97.9%
1.43x
66.8%
55.4%
Industrial
7
  $52,398,999
3.5%
1,516,063
         $57
4.3852%
118
100.0%
1.72x
57.6%
45.8%
Self Storage
2
  $10,234,339
0.7%
         NAP
        NAP
4.7220%
119
80.9%
2.00x
61.0%
49.8%
Manufactured Housing Community
1
    $7,184,907
0.5%
         315
  $22,809
4.3220%
119
81.0%
1.70x
60.9%
44.5%
Total/Weighted Average
80
 $1,494,076,230
100.0%    
   
4.2094%
104
87.3%
2.17x
58.3%
51.1%
 
Geographic Distribution(1)(3)
 
  State/Location
Number of
Mortgaged
Properties
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool
Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
 or ARD
California
15
$375,925,536
25.2%  
4.2617%
102
1.67x
60.0%
51.2%
Northern(5)
 11
$230,598,863
15.4%  
4.1639%
   92
1.73x
58.1%
51.8%
Southern(5)
   4
$145,326,673
9.7%
4.4168%
119
1.59x
63.1%
50.4%
Washington, DC
11
$253,832,382
17.0%   
4.0624%
119
2.57x
49.9%
43.0%
Florida
  5
$140,820,923
9.4%
3.8337%
114
3.47x
50.0%
47.4%
Minnesota
  5
$119,749,427
8.0%
4.8657%
  64
2.06x
53.2%
49.4%
Illinois
   1
$100,000,000
6.7%
3.9050%
  58
2.62x
63.5%
63.5%
Georgia
  3
  $97,287,376
6.5%
3.8954%
117
1.81x
71.5%
63.6%
Nevada
  3
  $84,576,423
5.7%
4.0300%
118
2.62x
57.0%
54.8%
Other
37
$321,884,163
21.5%  
4.4209%
112
1.77x
63.3%
50.8%
Total/Weighted Average
80
$1,494,076,230   
100.0%    
4.2094%
104
2.17x
58.3%
51.1%
(1)
With respect to the Larkspur Landing Hotel Portfolio loan, the Moffett Towers loan and the 540 West Madison Street loan, LTV, DSCR and Cut–off Date Balance per Unit/Room/Pad/NRA calculations include all related pari passu companion loans. With respect to the Rochester Hotel Portfolio loan, LTV, DSCR and Cut–off Date Balance per Room calculations do not include the non-pooled component.
(2)
In the case of 1 Mortgage Loan with an Anticipated Repayment Date, Stated Remaining Term (Mos.) is through the related Anticipated Repayment Date.
(3)
Reflects allocated loan amount for properties securing multi–property Mortgage Loans.
(4)
Includes anchored, shadow anchored and single tenant properties.
(5)
Northern California properties have a zip code greater than 93600. Southern California properties have a zip code less than or equal to 93600.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
16

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Distribution of Cut–off Date LTV Ratios(1)
 
Range of Cut–off Date LTV Ratios
Number of
Mortgage Loans
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF DSCR
Cut–off
Date

LTV Ratio
LTV Ratio
at Maturity
or ARD
42.1%
-
49.9%
  6
 $279,706,701
18.7%
3.9743%
118
3.44x
44.0%
42.6%
50.0%
-
54.9%
  6
$339,824,306
22.7%
4.2238%
  92
2.18x
52.4%
46.2%
55.0%
-
59.9%
   7
$182,853,657
12.2%
4.1123%
114
1.62x
57.9%
48.7%
60.0%
-
64.9%
  9
$222,824,568
14.9%
4.1763%
   89
2.05x
63.3%
55.9%
65.0%
-
69.9%
10
$323,842,110
21.7%
4.4934%
104
1.67x
67.6%
56.4%
70.0%
-
75.0%
10
$145,024,888
  9.7%
4.1677%
118
1.72x
72.2%
62.3%
  Total/Weighted Average
48
 $1,494,076,230
100.0%  
4.2094%
104
2.17x
58.3%
51.1%
 
Distribution of LTV Ratios at Maturity or ARD(1)
 
Range of LTV Ratios
at Maturity or ARD
Number of
Mortgage Loans
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF DSCR
Cut–off
Date

LTV Ratio
LTV Ratio
at Maturity
or ARD
0.3%
-
49.9%
 21
$646,640,454
43.3%
4.1598%
104
2.58x
49.9%
43.6%
50.0%
-
54.9%
12
$450,197,172
30.1%
4.1694%
116
1.79x
61.6%
52.4%
55.0%
-
59.9%
  9
$111,098,259
  7.4%
4.5434%
118
1.63x
69.2%
57.0%
60.0%
-
64.3%
  6
$286,140,345
19.2%
4.2546%
  80
2.07x
68.0%
63.5%
  Total/Weighted Average
48
 $1,494,076,230
100.0%  
4.2094%
104
2.17x
58.3%
51.1%
 
Distribution of Underwritten NCF Debt Service Coverage Ratios(1)
 
Range of Underwritten NCF Debt Service Coverage Ratios
Number of
Mortgage Loans
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
or ARD
1.23x
-
1.39x
   3
   $42,789,251
  2.9%
4.5967%
118
1.38x
65.2%
51.6%
1.40x
-
1.44x
   1
  $16,964,494
  1.1%
4.3575%
119
1.41x
64.5%
47.2%
1.45x
-
1.54x
   9
$213,592,366
14.3%
4.2575%
119
1.50x
67.0%
53.6%
1.55x
-
1.64x
   9
$229,923,577
15.4%
4.2231%
115
1.58x
59.3%
49.9%
1.65x
-
1.74x
   3
  $91,998,949
  6.2%
4.8991%
  66
1.73x
67.8%
61.3%
1.75x
-
1.84x
   7
$122,019,398
  8.2%
4.2404%
118
1.80x
57.4%
43.2%
1.85x
-
1.99x
  3
$133,744,126
  9.0%
3.9584%
118
1.89x
63.4%
55.1%
2.00x
-
4.02x
 13
$643,044,069
43.0%
4.1064%
  94
2.88x
52.2%
49.9%
  Total/Weighted Average
 48
 $1,494,076,230
100.0%  
4.2094%
104
2.17x
58.3%  
51.1%
 
Distribution of Original Terms to Maturity or ARD(1)
 
Range of Original Terms
to Maturity or ARD
Number of
Mortgage Loans
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool Balance
Weighted Averages
 
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
or ARD
60
   7
$353,507,485
23.7% 
4.4674%
  58
2.18x
 59.3% 
56.2%
120
  41
 $1,140,568,745
76.3% 
4.1294%
118
2.17x
   58.0%    
49.5%
  Total/Weighted Average
 48
 $1,494,076,230
100.0%   
4.2094%
 104
   2.17x
58.3%  
51.1%
 
Distribution of Remaining Terms to Maturity or ARD(1)
 
Range of Remaining Terms
to Maturity or ARD
Number of
Mortgage Loans
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
or ARD
58
-
60
   7
$353,507,485
23.7%
4.4674%
          58
2.18x
59.3%
56.2%
117
-
120
 41
 $1,140,568,745
76.3%
4.1294%
        118
2.17x
58.0%
49.5%
  Total/Weighted Average
 48
 $1,494,076,230
100.0%  
4.2094%
       104
2.17x
58.3%
51.1%
(1)
With respect to the Larkspur Landing Hotel Portfolio loan, the Moffett Towers loan and the 540 West Madison Street loan, LTV, DSCR and Cut–off Date Balance per Unit/Room/Pad/NRA calculations include all related pari passu companion loans. With respect to the Rochester Hotel Portfolio loan, LTV, DSCR and Cut–off Date Balance per Room calculations do not include the non-pooled component.
(2)
In the case of 1 Mortgage Loan with an Anticipated Repayment Date, Stated Remaining Term (Mos.) is through the related Anticipated Repayment Date.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
17

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Ten Largest Mortgage Loans(1)
 
Mortgage Loans
Mortgage Loan
Seller
City, State
Property
Type
Cut–off Date
Balance
% of Initial
Outstanding
Pool Balance
Cut–off Date
Balance per Unit/Room/
Pad/NRA
Cut–off Date
LTV Ratio
U/W
NCF DSCR
U/W NOI 
Debt
Yield
Federal Center Plaza
CCRE
Washington, DC
Office
$130,000,000
8.7%
$179
42.1%
3.43x
15.3%
Moffett Towers
GACC
Sunnyvale, CA
Office
$120,000,000
8.0%
$352
57.3%
1.56x
8.9%
The Avenues
GACC
Jacksonville, FL
Retail
$110,000,000
7.4%
$184
45.1%
4.02x
15.1%
Rochester Hotel Portfolio
GACC
Rochester, MN
Hospitality
$109,857,615
7.4%
$89,315
52.4%
2.10x
14.5%
540 West Madison Street
GACC
Chicago, IL
Office
$100,000,000
6.7%
$213
63.5%
2.62x
10.8%
Paramount Plaza
GACC
Los Angeles, CA
Office
$95,847,443
6.4%
$99
67.8%
1.53x
10.6%
Avenue Forsyth
CCRE
Cumming, GA
Mixed Use
$83,300,000
5.6%
$159
71.1%
1.86x
11.0%
Larkspur Landing Hotel Portfolio
CCRE
Various, Various
Hospitality
$79,794,922
5.3%
$109,351
68.3%
1.73x
12.3%
Westin Washington DC
GACC
Washington, DC
Hospitality
$73,703,095
4.9%
$181,535
52.6%
1.80x
12.9%
Centennial Center
CCRE
Las Vegas, NV
Retail
$70,455,000
4.7%
$83
53.4%
2.82x
11.5%
Total/Weighted Average
     
$972,958,075
65.1%
 
56.5%
2.40x
12.4%
(1)
With respect to the Moffett Towers loan, the 540 West Madison Street loan and the Larkspur Landing Hotel Portfolio loan, LTV, DSCR, debt yield and Cut–off Date Balance per Unit/Room/ Pad/NRA calculations include the related pari passu companion loan.   With respect to the Rochester Hotel Portfolio loan, LTV, DSCR and Debt Yield do not include the non-pooled component.
 
Pari Passu Companion Loan Summary
 
Mortgage Loans
Mortgage Loan
Cut–off Date
Balance
Companion
Loan
Cut–off Date
Balance
Loan Combination
Cut–off 
Date Balance
Controlling
Pooling & Servicing Agreement
Master Servicer
Special Servicer
Voting Rights
Moffett Towers
$120,000,000
$215,000,000
$335,000,000
COMM 2013–LC6
Midland Loan Services
Rialto Capital Advisors
COMM 2013-LC6
540 West Madison Street
$100,000,000
$135,000,000
$235,000,000
COMM 2013–LC6
Midland Loan Services
Rialto Capital Advisors
COMM 2013-LC6
Larkspur Landing Hotel Portfolio
  $79,794,922
  $59,846,192
$139,641,114
COMM 2013–CCRE6
Wells Fargo
Wells Fargo
COMM 2013-CCRE6
 
Existing Mezzanine Debt Summary
 
Mortgage Loan
 
Mortgage Loan
Cut–off Date Balance
Mezzanine or Unsecured Subordinate Debt
Cut–off Date
Balance
Trust
U/W NCF DSCR
Total Debt
U/W NCF DSCR
Trust
Cut–off Date
LTV Ratio
Total Debt
Cut–off Date
LTV Ratio
Trust
U/W NOI Debt Yield
Total Debt
U/W NOI Debt Yield
Moffett Towers
$120,000,000
$50,000,000
1.56x
1.27x
57.3%
65.8%
8.9%
  7.8%
Rochester Hotel Portfolio(1)
$109,857,615
$24,967,640
2.10x
1.30x
52.4%
69.1%
14.5%
11.0%
540 West Madison Street
$100,000,000
$15,000,000
2.62x
2.31x
63.5%
67.6%
10.8%
10.1%
Streets of Brentwood
  $41,885,239
  $9,972,676
2.29x
1.53x
50.5%
62.5%
12.6%
10.2%
 
Split Loan Summary
 
Mortgage Loans
A-Note or Pooled Component
Cut-off Date
Balance
B-Note or Non-Pooled Component
Cut-off Date
Balance
Total Mortgage Debt Cut-off 
Date Balance
Pooled Trust
U/W NCF DSCR
Total
Mortgage Debt U/W NCF DSCR
Pooled Trust
Cut-off Date
LTV Ratio
Total Mortgage Debt Cut-off 
Date LTV Ratio
Pooled Trust
U/W NOI Debt Yield
Total
Mortgage
Debt U/W NOI Debt Yield
Rochester Hotel Portfolio(1)
$109,857,615
$9,987,056
$119,844,671
2.10x
1.82x
52.4%
57.2%
14.5%
13.3%
(1)
With respect to the Rochester Hotel Portfolio, the Total Mortgage Debt U/W NCF DSCR, Total Mortgage Debt Cut-off Date LTV Ratio and the Total Mortgage Debt U/W NOI Debt Yield are inclusive of a $9,987,056 junior non-pooled component.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
18

 
 
COMM 2013-CCRE6 Mortgage Trust  
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Previous Securitization History(1)
 
Mortgage Loans
Mortgage
Loan Seller
City, State
Property Type
Cut–off Date
Balance
% of Initial
Outstanding
Pool Balance
Previous Securitization
Federal Center Plaza(2)
CCRE
Washington, DC
Office
$130,000,000
8.7%
MSC 2003-IQ4, BSCMS 2003-T10
Rochester Hotel Portfolio(3)
GACC
Rochester, MN
Hospitality
$109,857,615
7.4%
BSCMS 2005-PWR9
Larkspur Landing Hotel Portfolio
CCRE
Various, Various
Hospitality
$79,794,922
5.3%
BALL 2007-BMB1
Westin Washington DC
GACC
Washington, DC
Hospitality
$73,703,095
4.9%
JPMCC 2011-CCHP
Centennial Center(4)
CCRE
Las Vegas, NV
Retail
$70,455,000
4.7%
GECMC 2003-C1
DC Mixed Use Portfolio III(5)
CCRE
Various, Various
Various
$63,607,758
4.3%
WBCMT 2005-C16
Valley View Shopping Center
GACC
Yorba Linda, CA
Retail
$22,000,000
1.5%
MSDWC 2003-HQ2
Embassy Suites Lubbock
GACC
Lubbock, TX
Hospitality
$21,639,358
1.4%
MLMT 2006-C1
Colonial Promenade Hoover
CCRE
Hoover, AL
Retail
$16,964,494
1.1%
CSFB 2003-C3
Jo-Ann Plaza(6)
CCRE
Newington, CT
Retail
$11,474,683
0.8%
JPMCC 2005-CB12, GMACC 2003-C1
Best Western Lake Buena Vista
GACC
Lake Buena Vista, FL
Hospitality
$10,728,230
0.7%
JPMCC-2007 FL1
Corner Lakes
CCRE
Orlando, FL
Retail
$9,884,322
0.7%
CSFB 2004-C2
Desert Sky Palms Shopping Center
GACC
Phoenix, AZ
Retail
$8,924,000
0.6%
LBUBS 2004-C1
Mountain View Square
GACC
Snellville, GA
Retail
$8,795,602
0.6%
LBUBS 2003-C5
Eastwind Center
CCRE
Las Vegas, NV
Retail
$7,231,611
0.5%
GCCFC 2005-GG3
Orange Grove Estates MHC
CCRE
Glendale, AZ
Manufactured Housing Community
$7,184,907
0.5%
MSC 2003-T11
Courtyard Marriott Pueblo
CCRE
Pueblo, CO
Hospitality
$6,986,549
0.5%
BACM 2006-5
Hampton Inn Salisbury
CCRE
Salisbury, MD
Hospitality
$5,987,869
0.4%
WBCMT 2003-C3
Smoky Hill Self Storage
CCRE
Centennial, CO
Self Storage
$4,343,569
0.3%
LBUBS 2004-C2
Longwood Village Shopping Center
CCRE
Farmville, VA
Retail
$4,278,168
0.3%
ASC 1997-D5
Total
     
$673,841,754
45.1%
 
(1)
Includes Mortgaged Properties securing Mortgage Loans for which the most recent prior financing of all or a significant portion of such property was included in a securitization.  The table above is based on information provided by the related borrower or obtained through searches of a third-party database. The information has not otherwise been confirmed by the mortgage loan sellers.
(2)
The most recent prior financing of the Federal Center Plaza property was securitized as two pari passu notes held in the MSC 2003-IQ4 and BSCMS 2003-T10 transactions, respectively.
(3)
With respect to the Rochester Hotel Portfolio loan, only the Kahler Grand property was previously securitized in the BSCMS 2005-PWR9 transaction. The remaining three portfolio properties’ most recent prior financings were not included in securitizations.
(4)
With respect to the Centennial Center loan, only a portion of the collateral was previously securitized in GECMC 2003-C1.
(5)
With respect to the DC Mixed Use Portfolio III loan, only three of the properties, 1311-1313 F Street NW, 603-607 King Street, and 700-702 7th Street NW, were included in WBCMT 2005-C16 trust. The remaining eight portfolio properties’ most recent prior financings were not included in securitizations.
(6)
The current financing of the Jo-Ann Plaza loan was used to pay off two separate loans that were held in different securitizations. One loan with an original balance of $8,950,000 was previously securitized in JPMCC 2005-CB12 and another with an original balance of $3,500,000 was securitized in GMACC 2003-C1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
19

 
 
400 & 500 C Street SW
Washington, DC 20024
Collateral Asset Summary – Loan No. 1
Federal Center Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$130,000,000
42.1%
3.43x
15.3%
 
(GRAPHIC)
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
20

 
 
400 & 500 C Street SW
Washington, DC 20024
Collateral Asset Summary – Loan No. 1
Federal Center Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$130,000,000
42.1%
3.43x
15.3%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset
Credit Estimate
   
Property Type:
CBD Office
(DBRS/KBRA/Moody’s):
A (low) / A / Baa1
 
Collateral:
Fee Simple
Loan Purpose:
Refinance
 
Location:
Washington, DC
Sponsor(1):
Federal Center Plaza Corporation;
 
Year Built / Renovated:
1981 / 2008
 
Donohoe Investment Company I
 
Total Sq. Ft.:
725,317
Borrower:
Federal Center Office Associates LLC
 
Property Management:
Donohoe Real Estate Services
Original Balance:
$130,000,000
 
Underwritten NOI:
$19,943,316
Cut-off Date Balance:
$130,000,000
 
Underwritten NCF:
$18,710,277
% by Initial UPB:
8.7%
 
Appraised Value(4):
$309,000,000
Interest Rate:
4.1405%
 
Appraisal Date:
January 3, 2013
Payment Date:
6th of each month
     
First Payment Date:
March 6, 2013
 
Historical NOI
Maturity Date:
February 6, 2023
 
Most Recent NOI:
$19,811,656 (T-12 November 30, 2012)
Amortization:
Interest Only
 
2011 NOI:
$20,725,046 (December 31, 2011)
Additional Debt(2):
Future Mezzanine Debt Permitted
 
2010 NOI:
$21,017,060 (December 31, 2010)
Call Protection:
L(25), D(46), O(49)
 
2009 NOI:
$19,570,692 (December 31, 2009)
Lockbox / Cash Management:
Hard / Springing
     
     
Historical Occupancy
Reserves(3)
 
Current Occupancy:
100.0% (December 17, 2012)
   
Initial
Monthly
 
2011 Occupancy:
99.7% (December 31, 2011)
Taxes:
 
$0
Springing
 
2010 Occupancy:
99.7% (December 31, 2010)
Insurance:
 
$0
Springing
 
2009 Occupancy:
99.6% (December 31, 2009)
Replacement:
 
$0
$15,111
 
(1)   The non-recourse carve-out guarantor of the Federal Center Plaza Loan is Federal Center Plaza Corporation, which is primarily controlled by members of the Donohoe family and the Donohoe family trusts. See “The Borrower / Sponsor” herein.
(2)   See “Future Mezzanine or Subordinate Indebtedness Permitted” herein.
(3)   See “Initial Reserves” and “Ongoing Reserves” herein.
(4)   The Federal Center Plaza Property includes 510,302 sq. ft. of currently unused excess development rights valued at $28,500,000, which was excluded from the appraised value. The cut-off date LTV and balloon LTV including the excess development rights is 38.5%.
(5)   Underwritten NOI DSCR and underwritten NCF DSCR are based on interest only debt service payment. Based on a 30-year amortization schedule the underwritten NOI DSCR and underwritten NCF DSCR are 2.63x and 2.47x, respectively.
TI/LC:
 
$0
Springing
 
       
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
                               $179
 
Balloon Balance / Sq. Ft.:
                               $179
 
Cut-off Date LTV(4):
                                 42.1%
 
Balloon LTV(4):
                                 42.1%
 
Underwritten NOI DSCR(5):
                                  3.65x
 
Underwritten NCF DSCR(5):
                                  3.43x
 
Underwritten NOI Debt Yield:
                                 15.3%
 
Underwritten NCF Debt Yield:
                                 14.4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
21

 
 
400 & 500 C Street SW
Washington, DC 20024
Collateral Asset Summary – Loan No. 1
Federal Center Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$130,000,000
42.1%
3.43x
15.3%
 
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
Department of State (DoS)(3)
AAA/Aaa/AA+
388,523
53.6%
 
$44.74
57.5%
1/02/2018(4)
Federal Emergency Management Agency (FEMA)(3)
AAA/Aaa/AA+
302,946
41.8%
 
 $38.11
38.2%
8/16/2019(4)(5)+
Holiday Inn Capitol – Washington, DC(6)
NR/NR/NR
14,582
2.0%
 
$30.57
1.5%
12/31/2017
CVS Pharmacy
BBB+/Baa2/BBB+
6,211
0.9%
 
$49.50
1.0%
9/30/2014
McDonald’s Corporation
A/A2/A
4,618
0.6%
 
$51.00
0.8%
6/30/2019
Total Major Tenants
 
716,880
98.8%
 
$41.73
99.0%
 
Remaining Tenants
 
8,437
1.2%
 
$36.65
1.0%
 
Total Occupied Collateral
 
725,317
100.0%
 
$41.67
100.0%
 
Vacant
 
0
0.0%
       
Total
 
725,317
100.0%
       
             
(1)
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.  Ratings shown for DoS and FEMA are those of the United States Government.
(2)
U/W Base Rent PSF for FEMA represents the average rent over its lease term which includes a downward step in August 2014 due to the amortization of tenant improvements.
(3)
The leases for the DoS and FEMA tenants were executed by the General Services Administration (the “GSA”) of the United States Federal Government.
(4)
A cash flow sweep will commence two years prior to the expiration of the DoS lease and one year prior to the expiration of the FEMA lease if either tenant does not renew its respective lease.  See “Lockbox / Cash Management” herein.
(5)
FEMA has a one-time right to terminate its lease effective August 16, 2017 with 18 months notice.
(6)
The Holiday Inn Capitol – Washington, DC space consists of meeting space leased by the adjacent hotel.
 
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
 
700
 
0.1%
 
700
 
0.1%
 
$39.97
 
0.1%
 
0.1%
 
2013
1
 
535
 
0.1%
 
1,235
 
0.2%
 
$27.69
 
0.0%
 
 0.1%
 
2014
1
 
6,211
 
0.9%
 
7,446
 
1.0%
 
$49.50
 
1.0%
 
 1.2%
 
2015
0
 
0
 
0.0%
 
7,446
 
1.0%
 
$0.00
 
0.0%
 
 1.2%
 
2016
0
 
0
 
0.0%
 
7,446
 
1.0%
 
$0.00
 
0.0%
 
1.2%
 
2017
4
 
19,271
 
2.7%
 
26,717
 
3.7%
 
$33.66
 
2.1%
 
 3.3%
 
  2018(2)
1
 
388,523
 
53.6%
 
415,240
 
57.2%
 
$44.74
 
57.5%
 
 60.8%
 
  2019(2)
2
 
307,564
 
42.4%
 
722,804
 
99.7%
 
$38.30
 
39.0%
 
 99.8%
 
2020
2
 
1,474
 
0.2%
 
724,278
 
99.9%
 
$43.11
 
0.2%
 
 100.0%
 
2021
0
 
0
 
0.0%
 
724,278
 
99.9%
 
$0.00
 
0.0%
 
100.0%
 
2022
0
 
0
 
0.0%
 
724,278
 
99.9%
 
$0.00
 
0.0%
 
 100.0%
 
2023
0
 
0
 
0.0%
 
724,278
 
99.9%
 
$0.00
 
0.0%
 
 100.0%
 
Thereafter
2
 
1,039
 
0.1%
 
725,317
 
100.0%
 
$0.00
 
0.0%
 
100.0%
 
Vacant
NAP
 
 0
 
 0.0%
 
725,317
 
100.0%
 
NAP
 
NAP
     
Total / Wtd. Avg.
15
 
725,317
 
100.0%
         
$41.67
 
100.0%
     
(1)
Certain tenants have lease termination options that may become exercisable prior to the originally stated expiration date of the tenant lease that are not considered in the lease rollover schedule.
(2)
Years 2018 and 2019 include the expiration of the DoS lease in 2018 and the FEMA lease in 2019.  A cash flow sweep will commence two years prior to the expiration of the DoS lease and one year prior to the expiration of the FEMA lease if either tenant does not renew their respective leases.  See “Lockbox / Cash Management” herein.
 
The Loan.  The Federal Center Plaza loan (the “Federal Center Plaza Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in two adjacent office buildings totaling 725,317 sq. ft. and a controlling interest in a connected subterranean 912-space parking garage located in downtown Washington, DC (the “Federal Center Plaza Property”) with an original principal balance of $130.0 million.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
22

 
 
400 & 500 C Street SW
Washington, DC 20024
Collateral Asset Summary – Loan No. 1
Federal Center Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$130,000,000
42.1%
3.43x
15.3%
 
The Federal Center Plaza Loan has a 10-year term and interest only payments for the term of the loan. The Federal Center Plaza Loan accrues interest at a fixed rate equal to 4.1405% and has a cut-off date balance of $130.0 million. Loan proceeds were used to retire existing debt of approximately $126.2 million and return $1.9 million of equity to the borrower. Based on the appraised value of $309.0 million as of January 3, 2013, which excludes unused development rights (part of the collateral and valued at $28.5 million), the cut-off date LTV is 42.1% with remaining implied equity of $179.0 million. The most recent prior financing of the Federal Center Plaza Property was securitized as two pari passu notes in the MSC 2003-IQ4 and BSCMS 2003-T10 transactions.
 
Sources and Uses
Sources
Proceeds
% of Total  
 
Uses
Proceeds
% of Total  
Loan Amount
$130,000,000
  100.0%
 
Loan Payoff
$126,221,262
97.1%  
       
Closing Costs
$1,847,417
1.4%  
       
Return of Equity
$1,931,320
1.5%  
Total Sources
$130,000,000
  100.0%
 
Total Uses
$130,000,000
100.0%  
 
The Borrower / Sponsor.    The borrower, Federal Center Office Associates LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The non-recourse carve-out guarantor is Federal Center Plaza Corporation.  Federal Center Plaza Corporation and Donohoe Investment Company I are the sponsors of the borrower (collectively, the “Sponsors”).  Federal Center Plaza Corporation owns 53.6% of the borrower, Donohoe Investment Company I owns 13.9% and the remaining 32.5% is owned by 10 different investors each controlling less than 10.0% of the borrower.
 
Federal Center Plaza Corporation and Donohoe Investment Company I are primarily controlled by members of the Donohoe family and Donohoe family trusts. Federal Center Plaza Corporation has a current real estate portfolio comprised of ownership interests in 22 properties, including the Federal Center Plaza Property and the adjacent Holiday Inn Capitol – Washington, DC.
 
The Donohoe family founded the Donohoe Companies (“TDC”) in 1884. TDC is the oldest full-service real estate organization in the Washington, DC region and one of the largest private companies in the Washington, DC metropolitan area.  TDC has built and developed billions of dollars of office, hotel, retail, industrial, institutional and residential projects, including the Federal Center Plaza Property.  TDC’s current portfolio includes approximately 6.0 million sq. ft. of commercial property and 858 multifamily units.
 
The Property. The Federal Center Plaza Property is located in Washington, DC at 400 & 500 C Street SW between the United States Capitol and the Washington Monument, approximately two blocks south of the National Mall and one block each from the Federal Center SW and L’Enfant Plaza Metrorail stations.  Constructed in 1981 by the Donohoe Companies, the Federal Center Plaza Property consists of two adjacent 8-story office towers totaling 725,317 sq. ft. leased to fifteen tenants, and a 57.1% interest in a three-level 912-space subterranean parking garage located beneath the office buildings.  The remaining 42.9% interest in the parking garage is owned under common control with the adjacent hotel (owned by an affiliate of the Sponsors).
 
400 C Street SW and 500 C Street SW are two 100.0% occupied office towers with a net rentable area (“NRA”) of 407,736 sq. ft. and 317,581 sq. ft., respectively.  400 C Street SW and 500 C Street SW, along with the Holiday Inn Capitol – Washington, DC, share a common corridor which connects their lobbies, as well as a common exterior plaza.  Office space represents approximately 95.4% of the total NRA and ground floor retail represents approximately 4.6% of the NRA.  The Federal Center Plaza development (which includes the adjacent Holiday Inn Capitol Inn – Washington, DC) also includes approximately 200,000 sq. ft. of unused development rights and 650,000 sq. ft. of additional FAR (floor area ratio) density that could be realized subject to government approval, 510,302 sq. ft. of which is attributed to the Federal Center Plaza Property (valued at $28.5 million, but not included in the appraised value of $309.0 million).
 
Since originally developing the Federal Center Plaza Property in 1981, the Sponsors have invested $8.3 million in capital improvements and $14.0 million in tenant improvements.  In addition, the two largest tenants, DoS (53.6% of NRA) and FEMA (41.8% of NRA) have collectively invested approximately $29.0 million since 2008 in their respective spaces.  The Federal Center Plaza Property is currently 100.0% leased and has maintained an average occupancy of 98.0% since development over the past 30 years.
 
Environmental Matters. The Phase I environmental report dated January 3, 2013 recommended the development and implementation of an asbestos operation and maintenance plan at the Federal Center Plaza Property, which is currently in place.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
23

 

400 & 500 C Street SW
Washington, DC 20024
Collateral Asset Summary – Loan No. 1
Federal Center Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$130,000,000
42.1%
3.43x
15.3%
 
Major Tenants.    
 
Department of State (388,523 sq. ft., 53.6% of NRA, 57.5% of U/W Base Rent). The Department of State (“DoS”) space, leased by the GSA and located at the 400 C Street SW Property, is the United States Federal Government department responsible for international affairs.  The DoS utilizes its space as an extension of its headquarters, which is located at 2201 C Street NW, 2.2 miles from the Federal Center Plaza Property.  The DoS has been a tenant at the Federal Center Plaza Property since 1981 and recently renewed its lease for a five-year term.  Since 2008, the DoS has invested a total of $9.6 million in capital improvements to its space.
 
Federal Emergency Management Agency (302,946 sq. ft., 41.8% of NRA, 38.2% of U/W Base Rent). The Federal Emergency Management Agency (“FEMA”) space, which serves as FEMA’s headquarters, is leased by the GSA and located at the 500 C Street SW Property.  FEMA is the United States Federal Government agency responsible for preparing for, preventing, responding to, and recovering from all domestic disasters. FEMA has been a tenant at the Federal Center Plaza Property since 1981 and has invested a total of $19.0 million in capital improvements in its space since 2008.  FEMA has a one-time right to terminate its lease effective August 16, 2017 with 18 months notice.
 
The Market. The Federal Center Plaza Property is located in the Southwest submarket of Washington, DC, bound by the National Mall to the north, Interstate-395/Interstate-295 to the south, 14th Street to the west and South Capitol Street to the east.  The United States Government is one of the most significant users of office space within the Southwest submarket, owning over 8.0 million sq. ft. and leasing a majority of the office space available.
 
The Federal Center Plaza Property is located between the United States Capitol and the Washington Monument, approximately two blocks south of the National Mall and across from City Hall in the Southwest office submarket of Washington, DC.  As of December 2012, the Southwest office submarket was 94.4% occupied.  The Federal Center Plaza Property is currently 100.0% occupied and has maintained an average occupancy of 98.0% since development.  The appraiser determined a comparable group of GSA leases within the submarket with base rents ranging from $43.50 to $50.71 and lease terms ranging from one year to 15 years.  The Department of State and FEMA U/W base rents are approximately 2.8% and 17.2% below the comparable set average of $46.04.  The below chart is a summary of the comparable set as determined by the appraiser.
 
Comparable Set(1)
Property
Tenant
Year Built / Renovated
Lease Area
(Sq. Ft.)
Initial Rent(2)
Lease Commencement Date
Lease
Term
(yrs)
Federal Center Plaza Property
DoS
1981 / 1991
388,523
$44.74
1/2003
15
Federal Center Plaza Property
FEMA
1981 / 1991
302,946
$38.11
8/2001
18
800 North Cap
Federal Maritime Commission
1991 / NAP
62,438
$48.59
LOI
10
The Bond Building
Department of Justice
1901 / 1987
171,928
$48.75
1/2013
15
Constitution Center
General Services Administration
2009 / NAP
372,299
$46.00
11/2012
10
L’Enfant Plaza
Department of Energy
1968 / NAP
81,140
$49.50
8/2012
1
Washington Office Center
Small Business Administration
1990 / NAP
254,267
$45.00
1/2012
10
Union Square
Department of Homeland Security
1969 / 2010
29,680
$44.79
11/2011
5
370 L’Enfant Promenade
Federal Aviation Administration
1987 / NAP
25,518
$50.00
10/2011
4
Sentinel Square
US Customs & Border Protection
2010 / NAP
96,000
$43.50
9/2011
10
425 Eye
Medicare Payment Advisory Comm.
1973 / 2010
14,312
$44.00
7/2011
10
The Portals III
Immigration and Customs Enforcement
2006 / NAP
52,636
$50.71
6/2011
10
Constitution Center
Office of the Comptroller of the Currency
2009 / NAP
640,000
$45.00
1/2011
15
Total / Wtd. Avg.(3)
     
$46.04
 
12
(1)
Source: Appraisal
(2)
Initial Rent for the DoS and FEMA at the Federal Center Plaza Property reflect U/W Base Rent.
(3)
Total / Wtd. Avg. does not include the DoS lease or the FEMA lease.
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
24

 
 
400 & 500 C Street SW
Washington, DC 20024
Collateral Asset Summary – Loan No. 1
Federal Center Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$130,000,000
42.1%
3.43x
15.3%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
 
2010
2011
T-12 11/30/2012
U/W
U/W PSF
 
Base Rent(1)
$27,258,768
$27,372,566
$27,523,156
$30,225,872
$41.67
 
Value of Vacant Space
0
0
0
0
0.00
 
Gross Potential Rent
$27,258,768
$27,372,566
$27,523,156
$30,225,872
$41.67
 
Total Recoveries(2)
2,555,098
1,304,071
1,196,813
745,587
1.03
 
Total Other Income
          916,893
1,047,975
913,139
913,139
1.26
 
Less: Vacancy(3)
             0
            0
0
        (1,842,673)
(2.54)
 
Effective Gross Income
$30,730,759
$29,724,612
$29,633,108
$30,041,925
$41.42
 
Total Operating Expenses
9,713,699
8,999,566
9,821,452
10,098,609
13.92
 
Net Operating Income
$21,017,060
$20,725,046
$19,811,656
$19,943,316
$27.50
 
TI/LC
0
0
0
             1,087,976
1.50
 
Capital Expenditures
0
0
0
145,063
0.20
 
Net Cash Flow
 $21,017,060
 $20,725,046
 $19,811,656
 $18,710,277
$25.80
 
             
(1)
U/W Base Rent includes a rent increase for DoS of $2,907,752 based on the terms of its lease renewal executed November 14, 2012. Additionally, U/W Base Rent includes average rent through the lease term for the FEMA lease, which represents a decrease of $257,005 due to the amortization of tenant improvements.
(2)
The decrease in recoveries from 2010 to 2011 is partially due to a successful 2011 tax appeal.  Additionally, miscellaneous reimbursements were higher in 2010 as a result of reimbursable maintenance work requested by the DoS and FEMA.  The decrease in U/W Total Recoveries from T-12 is primarily due to the real estate tax base year reset of the renewed DoS lease effective January 1, 2013.
(3)
U/W Vacancy is based on 6.0% vacancy for office and 5.0% vacancy for the retail spaces, in line with the Southwest office submarket vacancy of 5.6%.  The Federal Center Plaza Property is currently 100.0% physically occupied.
 
Property Management.    The Federal Center Plaza Property is managed by Donohoe Real Estate Services, an affiliate of the Sponsors.
 
Lockbox / Cash Management.    The Federal Center Plaza Loan is structured with a hard lockbox and springing cash management. In place cash management is required upon (i) an event of default, (ii) the failure by the borrower after the end of two consecutive calendar quarters to maintain a debt service coverage ratio of at least 1.20x or (iii) a GSA Sweep Event.
 
A “GSA Sweep Event” includes (i) a 50.0% excess cash sweep which will occur (a) two years prior to the expiration of the DoS lease unless on or before such date the borrower has entered into a new lease or extension of the existing lease or (b) one year prior to the expiration of the FEMA lease unless on or before such date the borrower has entered into a new lease or extension of the existing lease, or (ii) a 100.0% excess cash sweep which will occur if the GSA (which includes the DoS and FEMA) notifies the borrower of its intention to permanently vacate 50.0% or more of its space at the Federal Center Plaza Property in the aggregate.  A GSA Sweep Event will end when (i) no event of default is occurring and (ii) $15,000,000 of rollover funds have been collected.
 
Initial Reserves.    None.
 
Ongoing Reserves.   On a monthly basis, the borrower is required to deposit $15,111 into a replacement reserve account.  Upon the occurrence of in place cash management, the borrower will be required to deposit 1/12 of the required annual taxes and insurance premiums into a tax and insurance escrow account monthly.  Upon the occurrence and during the continuance of an event of default, borrower will be required to deposit $90,665 into a rollover reserve account monthly.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.  The Federal Center Plaza Loan documents permit a one-time mezzanine loan secured by equity in the borrower in the amount of up to $30,000,000 to be used solely in connection with expenses related to the Federal Center Plaza Property, including approved leasing expenses, capital expenditures and operating expenses as set forth in the approved annual budget, or carrying costs on the Federal Center Plaza Loan, provided that (i) the combined debt service coverage ratio is no less than 2.00x and (ii) the combined debt yield is greater than 11.75%.
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
25

 
 
400 & 500 C Street SW
Washington, DC 20024
Collateral Asset Summary – Loan No. 1
Federal Center Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$130,000,000
42.1%
3.43x
15.3%
 
(MAP)
 
Stack plans based on information provided by the borrower.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
26

 
 
400 & 500 C Street SW
Washington, DC 20024
Collateral Asset Summary – Loan No. 1
Federal Center Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$130,000,000
42.1%
3.43x
15.3%
 
(MAP)
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
27

 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%

GRAPHIC
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
28

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Suburban Office
Sponsor:
Joseph K. Paul; Jay Paul Revocable Living Trust
 
Collateral:
Fee Simple
Borrower:
MT SPE, LLC
 
Location:
Sunnyvale, CA
Original Balance(1):
$120,000,000
 
Year Built / Renovated:
2008 / NAP
Cut-off Date Balance(1):
$120,000,000
 
Total Sq. Ft.:
951,498
% by Initial UPB:
8.0%
 
Property Management:
Paul Holdings, Inc.
Interest Rate:
4.01194%
 
Underwritten NOI:
$29,878,393
Payment Date:
6th of each month
 
Underwritten NCF:
$29,424,583
First Payment Date:
January 6, 2013
 
Appraised Value(8):
$585,000,000
Maturity Date:
December 6, 2022
 
Appraisal Date:
October 31, 2012
Amortization(2):
Interest only for first 36 months; 360 months thereafter
     
Additional Debt(1):
$215,000,000 Pari Passu Debt
 
Historical NOI(9)
 
$50,000,000 Mezzanine Loan
 
Most Recent NOI:
NAP
Call Protection(3)(4):
L(27), YM1(89), O(4)
 
2011 NOI:
NAP
Lockbox / Cash Management:
Hard / In Place
 
2010 NOI:
NAP
     
2009 NOI:
NAP
Reserves(5)
     
 
Initial
Monthly
 
Historical Occupancy(9)
Taxes:
$790,714
$263,571
 
Current Occupancy:
88.8% (January 1, 2013)
Insurance:
$0
Springing
 
2011 Occupancy:
NAP
Replacement:
$0
$15,858
 
2010 Occupancy:
NAP
TI/LC:
$18,111,340
$0
 
2009 Occupancy:
NAP
Free Rent Reserve:
$1,389,632
$0
 
(1)   The Original Balance and Cut-off Date Balance of $120.0 million represents the non-controlling Note A-2 of the $335.0 million Moffett Towers Loan Combination evidenced by three pari passu notes. The pari passu companion loans are comprised of the controlling Note A-1, which was securitized in the COMM 2013-LC6 trust, and Note A-3, with a combined original principal balance of $215.0 million. For additional information on the pari passu companion loan, see “The Loan” herein. For additional information on the mezzanine loan, see “Current Mezzanine or Subordinate Indebtedness” herein.
(2)   Following an initial 36 month interest only period, the Moffett Towers Loan Combination is structured with a fixed amortization schedule based on a 360-month amortization period for the mortgage loan, together with the related mezzanine loan (total debt). See Annex H-1 of the Free Writing Prospectus.
(3)   See “Partial Release” herein.
(4)   The lockout period will be at least 27 payment dates beginning with and including the first payment date of January 6, 2013. Prepayment of the full $335.0 million Moffett Towers Loan Combination is permitted on the date that is earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) December 6, 2015.
(5)   See “Initial Reserves” and “Ongoing Reserves” herein.
(6)   DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Moffett Towers Loan Combination.
(7)   Based on amortizing debt service payments.  Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.19x and 2.16x, respectively.
(8)   The Moffett Towers Property consists of three separate buildings. The appraiser determined Appraised Values of $202.0 million for 1000 Enterprise Way, $196.0 million for 1020 Enterprise Way and $187.0 million for 1050 Enterprise Way.
(9)   The Moffett Towers Property was constructed in 2008 and leased up from 2010 to 2012. The Moffett Towers Property was 13.2% leased as of December 2010 and 42.3% leased as of December 2011.
Microsoft Holdback:
$8,000,000
$0
 
Microsoft Expansion Space Reserve:
$7,404,163
$0
 
Lease Sweep Reserve:
$0
Springing
 
Debt Service Reserve:
$0
Springing
 
       
Financial Information(6)
 
 
Mortgage Loan
Total Debt
 
Cut-off Date Balance / Sq. Ft.:
$352
$405
 
Balloon Balance / Sq. Ft.:
$307
$353
 
Cut-off Date LTV:
57.3%
65.8%
 
Balloon LTV:
50.0%
57.5%
 
Underwritten NOI DSCR(7):
1.59x
1.29x
 
Underwritten NCF DSCR(7):
1.56x
1.27x
 
Underwritten NOI Debt Yield:
8.9%
7.8%
 
Underwritten NCF Debt Yield:
8.8%
7.6%
 
       
       
       
       
       
       
       
       
       
       
       
       
       
       
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
29

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
Tenant Summary
 
Tenant
 
Ratings
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
Motorola Mobility, Inc.(2)
NR/Aa2/AA
317,166
33.3%
 
$34.15
39.1%
6/30/2021
Microsoft Corporation
AA+/Aaa/AAA
237,121
24.9%
 
$31.52
27.0%
12/31/2021(3)
Rambus Inc.
NR/NR/NR
156,173
16.4%
 
$31.79
17.9%
6/30/2020(4)
Financial Engines, Inc.(5)
NR/NR/NR
80,995
8.5%
 
$33.00
9.6%
5/31/2020
Plaxo Inc.(6)
BBB+/Baa1/BBB+
40,448
4.3%
 
$31.80
4.6%
2/28/2019
Level 10 Construction, Inc.
NR/NR/NR
12,944
1.4%
 
$37.08
1.7%
2/28/2019
Total Occupied Collateral
 
844,847
88.8%
 
$32.80
100.0%
 
Vacant
 
106,651
11.2%
       
Total
 
951,498
100.0%
       
               
(1)
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)
Motorola Mobility, Inc. leases 79,862 sq. ft. of space with a rent abatement from January 2013 through March 2013. The full amount of abated rent was reserved at closing.
(3)
The Microsoft Corporation lease includes a one-time termination option in December 2018 upon 12 months prior notice with respect to its entire space or any entire floor, or contiguous floors, subject to a termination fee equal to the unamortized portion, on a proportionate basis of the space terminated, of all unamortized costs plus interest on the cumulative sum of such unamortized costs.
(4)
The Rambus Inc. lease includes a one-time termination option in June 2017 upon 9 months prior notice subject to a termination fees equal to all unamortized costs plus interest on the cumulative sum of such unamortized costs.
(5)
Financial Engines, Inc.’s lease contains a rent abatement from January 2013 through March 2013. The full amount of abated rent was reserved at closing.
(6)
Plaxo Inc. leases 10,448 sq. ft. of space with a rent abatement from January 2013 through February 2013. The full amount of abated rent was reserved at closing.
 
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%
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
2
53,392
5.6%
53,392
5.6%
$33.08
6.4%
6.4%
2020
3
237,168
24.9%
290,560
30.5%
$32.21
27.6%
33.9%
2021
3
554,287
58.3%
844,847
88.8%
$33.02
66.1%
100.0%
2022
0
0
0.0%
844,847
88.8%
$0.00
0.0%
100.0%
2023
0
0
0.0%
844,847
88.8%
$0.00
0.0%
100.0%
Thereafter
0
0
0.0%
844,847
88.8%
$0.00
0.0%
100.0%
Vacant
NAP
106,651
11.2%
951,498
100.0%
NAP
NAP
 
Total / Wtd. Avg.
8
951,498
100.0%
   
$32.80
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 depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
30

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
The Loan.    The Moffett Towers loan (the “Moffett Towers Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 951,498 square foot Class A, suburban office park located at 1000, 1020 and 1050 Enterprise Way in Sunnyvale, California (the “Moffett Towers Property”) with an original principal balance of $120.0 million. The Moffett Towers Loan is comprised of the Note A-2 portion of a $335.0 million loan combination (the “Moffett Towers Loan Combination”) that is evidenced by three pari passu notes. Only the Note A-2, with an original principal balance of $120.0 million, will be included in the COMM 2013-CCRE6 trust. The controlling Note A-1, with an original principal balance of $175.0 million was securitized in the COMM 2013-LC6 trust. The Note A-3, with an original principal balance of $40.0 million, will not be included in the COMM 2013-CCRE6 trust and is expected to be included in a future securitization. The Moffett Towers Loan has a 10-year term and amortizes on a fixed schedule, after an initial three-year interest only period. The fixed schedule results in a 360-month effective amortization period.

The Moffett Towers Loan accrues interest at a fixed rate equal to 4.01194% and has a cut-off date balance of $120.0 million. The proceeds of the Moffett Towers Loan Combination, along with a $50.0 million mezzanine loan funded concurrently, were used to retire existing debt of approximately $264.4 million, giving the borrower a return of equity of approximately $81.6 million. Based on the appraised value of $585.0 million as of October 31, 2012, the cut-off date LTV of the Moffett Towers Loan Combination is 57.3% and the remaining implied equity is $200.0 million. Prior to the securitization of Note A-1 in the COMM 2013-LC6 trust, the most recent prior financing of the Moffett Towers Property was not included in a securitization.

The relationship between the holders of the Note A-1, Note A-2 and Note A-3  are governed by an intercreditor agreement to be described under “Description of the Mortgage Pool―Loan Combinations―The Moffett Towers Loan Combination” in the free writing prospectus.

Pari Passu Note Summary
 
Original Balance
Cut-off Date Balance
Note Holder
Controlling Piece
Note A-1
$175,000,000
$175,000,000
COMM 2013-LC6
Yes
Note A-2
$120,000,000
$120,000,000
COMM 2013-CCRE6
No
Note A-3
$40,000,000
$40,000,000
GACC
No
Total
$335,000,000
$335,000,000
   
 
 
Sources and Uses
Sources
Proceeds
          % of Total
 
Uses
Proceeds
                          % of Total
Loan Amount
$335,000,000
87.0%
 
Loan Payoff
$264,366,066
68.7%
Mezzanine Loan
$50,000,000
13.0%
 
Reserves
$35,695,849
9.3%
       
Closing Costs
$3,295,293
0.9%
       
Return of Equity
$81,642,793
21.2%
Total Sources
$385,000,000
100.0%
 
Total Uses
$385,000,000
100.0%

The Borrower / Sponsor.    The borrower, MT SPE, 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 guarantors are Joseph K. Paul (“Jay Paul”) and the Jay Paul Revocable Living Trust, on a joint and several basis.

Founded by Jay Paul in 1975, the Jay Paul Company is headquartered in San Francisco, California and focuses on the development, acquisition and management of commercial properties in California. Jay Paul Company has developed and acquired in excess of six million square feet of real estate and has closed in excess of $2.5 billion worth of equity and debt financing since 2000. In addition, the Jay Paul Company has over 2.1 million square feet of LEED Certified office space throughout its portfolio.

The Property. The Moffett Towers Property consists of three, eight-story Class A LEED Certified Gold suburban office buildings totaling 951,498 sq. ft. located in Sunnyvale, California at the intersection of U.S. Highway 101 and State Highway 237, developed by the sponsor in 2008. The Moffett Towers Property is part of a larger 1.8 million sq. ft. campus which spans 52 acres and seven office buildings (known generally as “Moffett Towers”) and includes an amenities building which is occupied by the Moffett Towers Club. The Moffett Towers Club is a full-service, 48,000 sq. ft. health and wellness club which is open exclusively to the tenants of Moffett Towers and includes a fitness center, pool, basketball court, spa and café. The Moffett Towers Property includes two separate parking garages for a total of 2,881 parking spaces for a ratio of 3.03 spaces per 1,000 sq. ft. In addition, the Moffett Towers Property benefits from access to several bus stops in the immediate area and the Santa Clara Light Rail station, located one block to the east. As of January 1, 2013, the Moffett Towers Property is 88.8% occupied (62.5% by credit rated tenants).
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
31

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%

Environmental Matters. The Phase I environmental report dated November 26, 2012 recommended no further action at the Moffett Towers Property.

Major Tenants.    

Motorola Mobility, Inc. (317,166 sq. ft., 33.3% of NRA, 39.1% of U/W Base Rent). Motorola Mobility, Inc. (“Motorola Mobility”) is a subsidiary of Google Inc. (“Google”) (NASDAQ: GOOG), which is rated NR/Aa2/AA by Fitch/Moody’s/S&P. Google acquired Motorola Mobility in May 2012 and continues to run Motorola Mobility as a separate business unit. Motorola Mobility currently occupies 317,166 sq. ft. at 1000 Enterprise Way. Motorola Mobility’s portfolio of products includes mobile devices such as smartphones and tablets, wireless accessories, video and data delivery services, cable modems and home network gateways. As of September 30, 2012, Google held approximately $16.3 billion in cash and cash equivalents, with total assets of approximately $89.7 billion. Total revenues for Google for the nine-month period ending September 30, 2012 were approximately $37.0 billion, of which approximately $3.8 billion was attributable to Motorola Mobility. As of December 2012, Google has a market cap of approximately $236.9 billion.

Motorola Mobility’s initial lease commenced in June 2011 and the tenant expanded into an additional 80,669 sq. ft. of space under a lease that began January 2012, with both leases expiring June 30, 2021. Motorola Mobility has three months of free rent from January 2013 through March 2013 for 79,862 sq. ft. of its space, totaling $666,049, all of which was reserved at closing. The sponsor has committed to invest approximately $23.0 million ($72.46 PSF) in capital expenditures for the Motorola Mobility space. Motorola Mobility has two five-year extension options at fair market rent, with six months prior notice, and no termination options.

Microsoft Corporation (237,121 sq. ft., 24.9% of NRA, 27.0% of U/W Base Rent). Microsoft Corporation (“Microsoft”) (NASDAQ: MSFT), rated AA+/Aaa/AAA by Fitch/Moody’s/S&P, is a leading developer of operating system, server application, business and consumer application and Internet software. Microsoft’s product offerings include the Windows operating system, the Microsoft Office suite, Bing, Internet Explorer, the Surface tablet, and the Xbox 360 gaming and entertainment console. Microsoft is a component of the Dow Jones Industrial Average, S&P 500 and Nasdaq 100. As of its June 30, 2012 financial statements, Microsoft held approximately $63.0 billion in cash and cash equivalents, with total assets of approximately $121.3 billion. Total revenues for the fiscal year ended June 30, 2012 were approximately $73.7 billion, reflecting a 5.4% year over year increase. Cash flow from operations for the same time period were approximately $31.6 billion, representing a 17.2% year over year increase. As of December 2012, Microsoft has a market cap of approximately $231.3 billion.

Microsoft’s lease commenced in January 2012 and expires December 31, 2021. Microsoft currently occupies 237,121 sq. ft. at 1020 Enterprise Way. The lease allows for a $75.00 PSF ($17,784,075) tenant allowance, of which approximately $15.5 million has been spent by the borrower on tenant build-out over “warm shell” space, and Microsoft has independently invested an additional approximately $33.4 million ($105.43 PSF) into the space. Microsoft has a one-time right to terminate its lease on December 31, 2018 with 12 months notice and a termination fee of $12,421,800 ($52.39 PSF). Microsoft has one five-year renewal option at the greater of (i) the base rent due at the end of the initial lease term or (ii) 95% of fair market rent with nine months prior notice.
 
Rambus Inc. (156,173 sq. ft., 16.4% of NRA, 17.9% of U/W Base Rent). Rambus Inc. (“Rambus”) (NASDAQ: RMBS), is a technology licensing company which focuses on the development of technologies that advance electronic systems. Rambus licenses its broad portfolio of over 1,000 patented inventions to semiconductor and system companies who use these inventions in the development and manufacture of their own products. Notable Rambus licensees include NVIDIA, Toshiba, Panasonic, AMD, Samsung Electronics and Broadcom. As of September 30, 2012, Rambus held cash and cash equivalents of approximately $152.2 million and total assets of approximately $601.8 million. Total revenues for the nine-month period ending September 30, 2012 were approximately $176.6 million. As of December 2012, Rambus has a market cap of approximately $583.2 million.

Rambus’s lease commenced in July 2010, and it expires on June 30, 2020. The sponsor has committed to invest approximately $11.9 million ($76.03 PSF) in capital expenditures to improve the Rambus space. Rambus has a one-time right to terminate its lease on June 30, 2017 with nine months prior notice, subject to a termination fee equal to the unamortized portion of all costs plus interest on the cumulative sum of such unamortized costs. Rambus has two five-year renewal options at the greater of (i) the base rent due at the end of the initial lease term or (ii) fair market rent, with 10 months’ prior notice.
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
32

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
The Market.    The Silicon Valley area is home to a large concentration of high-tech manufacturing, software, and research and development firms. The region, which is comprised of San Mateo County and Santa Clara County, has a population of approximately 2.6 million people with an average household income of $112,471, approximately 67.0% above the nationwide average. Silicon Valley is home to 14 of the 2012 Fortune 500 companies, including Apple Inc., Cisco Systems, Google, Oracle Corporation, and Hewlett-Packard. The Silicon Valley unemployment rate of 8.7%, as of July 2012, is lower than the State of California’s unemployment rate of 10.7%. Total employment in the Silicon Valley metropolitan statistical area grew by approximately 30,400 jobs from July 2011 to July 2012, and employment is expected to grow at average annual rate of 2.0% from 2012 to 2016.

The Q3 2012 Sunnyvale submarket Class A vacancy rate was 6.4%. The neighboring Mountain View submarket office vacancy rate was 3.5%, which is pushing corporate high technology firms such as Apple, Hewlett-Packard, Motorola and Google to expand eastward into the Sunnyvale submarket. Through Q3 2012, overall absorption in the Sunnyvale submarket was 404,671 sq. ft., lowering the vacancy rate in the submarket to 6.4%. As of Q3 2012, Sunnyvale Class A office asking rents averaged $45.24 PSF FSG. The appraiser identified eight comparable office tenants, which are presented in the subsequent chart. The appraiser determined market rent for the Moffett Towers Property to be $39.00 PSF NNN.

Competitive Set(1)
 
Property
Tenant
Location
Year Built
Lease Area
(Sq. Ft.)
Base Rent
(NNN)
Lease Term
(yrs)
Moffett Towers Property
Various
Sunnyvale, CA
2008
951,498
 
$32.80
9.6
(2)
690 E. Middlefield Road
Synopsys, Inc.
Mountain View, CA
2014(3)
340,913
 
$37.80
15.0
 
Sunnyvale Towne Center
Apple, Inc.
Sunnyvale, CA
2010
156,960
 
$39.00
10.0
 
899. W. Evelyn Avenue
Nuance Communications
Mountain View, CA
2013(3)
68,554
 
$51.60
12.0
 
Mountain View Technology Park
Audience, Inc.
Mountain View, CA
2013(3)
87,565
 
$42.00
10.0
 
Santa Clara Gateway
Dell Marketing LP
Santa Clara, CA
2013(3)
149,608
 
$36.00
9.0
 
Santa Clara Gateway
Arista Networks, Inc.
Santa Clara, CA
2013(3)
149,608
 
$36.00
10.0
 
Sunnyvale Research Plaza
LinkedIn
Sunnyvale, CA
2014(3)
556,362
 
$38.52
12.0
 
Moffett Towers Phase II
Lab 126 (Amazon.com)
Sunnyvale, CA
2009 and 2014(3)
581,977
 
$37.80
8.0
 
(1)
Source: Appraisal
(2)
Lease Term (yrs) for the Moffett Towers Property represents the weighted average lease term for tenants currently in occupancy at the Moffett Towers Property.
(3)
Lease of a building under construction.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
33

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
Cash Flow Analysis.

Cash Flow Analysis
   
1/1/2013 Annualized(1)
U/W
U/W PSF
 
Base Rent(2)
 
$30,232,656
$30,067,983
$31.60
 
Value of Vacant Space
 
0
4,387,658
4.61
 
Gross Potential Rent
 
$30,232,656
$34,455,641
$36.21
 
Total Recoveries
 
6,829,980
6,453,981
$6.78
 
Total Other Income
 
855,935
735,868
0.77
 
Less: Vacancy(3)
 
             0
(4,387,658)
(4.61)
 
Effective Gross Income
 
$37,918,571
$37,257,832
$39.16
 
Total Operating Expenses
 
7,268,208
7,379,439
7.76
 
Net Operating Income
 
$30,650,363
$29,878,393
$31.40
 
TI/LC
 
0
1,283,355
1.35
 
TI/LC Reserve Credit(4)
 
0
(279,429)
(0.29)
 
Microsoft Holdback Reserve Credit(5)
 
0
(740,416)
(0.78)
 
Capital Expenditures
 
0
190,300
0.20
 
Net Cash Flow
 
$30,650,363
$29,424,583
$30.92
 
           
Average Annual Rent PSF(6)
   
$32.80
   
           
(1)
January 2013 annualized values are sponsor projections and assumed Microsoft had exercised its expansion option.
(2)
U/W Base Rent includes $2,358,978 in contractual step rent through December 2013.
(3)
U/W Vacancy represents 10.5% of gross income.
(4)
The U/W TI/LC Reserve Credit represents the net present value of the expected TI/LC reserve balance at the Moffett Towers Loan maturity.
(5)
The U/W Microsoft Holdback Reserve Credit represents the annual average of the Microsoft TI/LC reserve balance for the term of the Moffett Towers Loan.
(6)
Average Annual Rent PSF is based on operating statements and occupancy rates provided by the Moffett Towers Loan borrower. The Moffett Towers Property was constructed in 2008 and leased up from 2010 to 2012, therefore, historical average annual rent PSF figures are not available.

Property Management.    The Moffett Towers Property is managed by Paul Holdings, Inc., a borrower affiliate.

Lockbox / Cash Management.    The Moffett Towers 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 in accordance with the Moffett Towers Loan documents.

Additionally, all excess cash will be swept into a lender controlled account (i) upon an event of default, (ii) if there exists a Low Debt Service Period (as defined herein), (iii) upon the commencement of certain Lease Sweep Periods (as defined herein), or (iv) upon the occurrence of a default under the mezzanine loan.

A “Low Debt Service Period” commences if the debt service coverage ratio, as determined by lender, is less than 1.13x until the earlier to occur of (i) December 6, 2013 and (ii) the date on which the second and third floors for the building located at 1020 Enterprise Way are fully leased to one or more tenants, in which case a “Low Debt Service Period” will commence if the debt service coverage ratio, as determined by lender, is less than 1.20x, and ends if the debt service coverage ratio, as determined by lender, is at least 1.25x for two consecutive quarters.

A “Lease Sweep Period” will commence upon the earliest to occur of, among other events, (i) June 6, 2017, (ii) early termination or cancellation of all or a Material Surrender Portion of a Lease Sweep Lease, or (iii) if a non-investment grade tenant ceases operating its business at the Moffett Towers Property.  A “Lease Sweep Lease” means any of (i) the Microsoft lease, (ii) the Motorola Mobility lease, (iii) the Rambus lease, or (iv) any lease which is entered into by the borrower in replacement of any of the Microsoft lease, the Motorola Mobility lease or the Rambus lease. A “Material Surrender Portion” means at least 41,000 sq. ft. of space (or if a full floor of space is less than 41,000 sq. ft. of space, a full floor of space) demised under a Lease Sweep Lease.  Beginning with the monthly payment date on June 6, 2017 (or sooner, if a Lease Sweep Period exists), the borrower will be required to deposit $625,000 (or all excess cash during certain Lease Sweep Periods) on a monthly basis into the lease sweep reserve. If the amount of funds on deposit in the lease sweep reserve (together with lease termination payments, if any) equals $16,500,000, then all funds required to be deposited during the
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
34

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
Lease Sweep Period will be required to be deposited into a debt service reserve up to a cap (including the amounts in the lease sweep reserve) of $22,500,000. Notwithstanding the foregoing, if a Lease Sweep Period is in effect due solely to the early termination or cancellation of a Material Surrender Portion of a Lease Sweep Lease, the lease sweep and debt service reserve cap will be equal to $32.50 times the number of square feet of affected space.

Initial Reserves.    At or following the closing, the borrower deposited (i) $790,714 into a tax reserve account, (ii) $18,111,340 into the TI/LC reserve, of which $12,849,787 were reserved for outstanding tenant improvements related to the Motorola Mobility tenant, $2,159,176 was reserved for outstanding tenant improvements related to the Microsoft tenant, $2,021,899 was reserved for outstanding tenant improvements related to the Plaxo Inc. tenant, and $1,080,479 was reserved for outstanding tenant improvements related to the Financial Engines, Inc. tenant, (iii) $8,000,000 into the Microsoft Holdback reserve, (iv) $7,404,163 into the Microsoft Expansion Space reserve and (v) $1,389,632 into the free rent reserve (of which $666,049 was reserved for outstanding free rent associated with the Motorola Mobility, Inc. tenant, $668,209 was reserved for outstanding free rent associated with the Financial Engines, Inc. tenant, and $55,374 was reserved for outstanding free rent associated with the Plaxo Inc. tenant).

Ongoing Reserves.    In addition to the lease sweeps (as described above), 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 $263,571, into a tax reserve account and (ii) $15,858 into a capital expenditure account. The borrower will be required to deposit 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place.

Current Mezzanine or Subordinate Indebtedness.    A $50,000,000 mezzanine loan was funded at closing. The mezzanine loan is coterminous with the Moffett Towers Loan and accrues interest at a rate of 7.0000% per annum. The mezzanine loan has a 10-year term and after a three-year interest only period, amortizes on a fixed schedule, which results in a 360-month effective amortization period.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Partial Release.    After the prepayment lockout expiration date, which is the earlier to occur of (i) two years after the closing date of the securitization which includes the last pari passu note to be securitized and (ii) December 6, 2015, the borrower may obtain the release of one or two of the three buildings at the Moffett Towers Property in conjunction with a third party sale of such building, provided, among other conditions set forth in the Moffett Towers Loan documents, (i) no event of default is continuing, (ii) the borrower makes a principal payment equal to the Lender’s Proportionate Share of the greater of (a) 100% of the net sales proceeds of such building being released and (b) 125% of the allocated loan amount for such building (as set forth in the Moffett Towers Loan documents), (iii) the DSCR of the remaining collateral after giving effect to such release is no less than the greater of (a) the DSCR immediately preceding the sale and (b) 1.26x, (iv) the LTV of the remaining collateral after giving effect to such release is no greater than (a) the LTV immediately preceding the sale and (b) 66.4%. The “Lender’s Proportionate Share” means a fraction, the numerator of which is the then outstanding principal balance of the Moffett Towers Loan Combination and the denominator of which is the aggregate outstanding principal balances of the Moffett Towers Loan Combination and the mezzanine loan.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
35

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
 
MAP
 
 
Site plan based on information provided by the borrower as of November 13, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
36

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
BAR GRAPH


Stack plans based on information provided by the borrower.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
37

 
 
1000, 1020 and 1050 Enterprise Way
Sunnyvale, CA 94089
Collateral Asset Summary – Loan No. 2
Moffett Towers
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$120,000,000
57.3%
1.56x
8.9%
 
MAP
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
38

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(THIS PAGE INTENTIONALLY LEFT BLANK)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
 
(GRAPHIC)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
40

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
                       
Mortgage Loan Information
 
Property Information
 
Loan Seller:
GACC
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Refinance
     
Property Type:
Super Regional Mall
 
 
Sponsor:
Simon Property Group, L.P.
     
Collateral:
Fee Simple
 
 
Borrower:
Avenues Mall, LLC
     
Location:
Jacksonville, FL
 
 
Original Balance:
$110,000,000
     
Year Built / Renovated:
1990 / 2005
 
 
Cut-off Date Balance:
$110,000,000
     
Total Sq. Ft.:
1,116,480
 
 
% by Initial UPB:
7.4%
     
Total Collateral Sq. Ft.(4):
599,030
 
 
Interest Rate:
3.6000%
     
Property Management:
Simon Management Associates, LLC
 
 
Payment Date:
6th of each month
     
Underwritten NOI:
$16,646,192
 
 
First Payment Date:
March 6, 2013
     
Underwritten NCF:
$16,127,077
 
 
Maturity Date:
February 6, 2023
     
Appraised Value:
$244,000,000
 
 
Amortization:
Interest Only
     
Appraisal Date:
December 27, 2012
 
 
Additional Debt:
None
             
 
Call Protection(1):
L(25), D(88), O(7)
   
Historical NOI
 
Lockbox / Cash Management:
Hard / In Place
     
Most Recent NOI:
$16,626,796 (T-12 November 30, 2012)
 
               
2011 NOI:
$16,724,160 (December 31, 2011)
 
Reserves(2)
   
2010 NOI:
$17,304,176 (December 31, 2010)
 
   
Initial
 
Monthly
     
2009 NOI:
$17,125,735 (December 31, 2009)
 
 
Taxes:
$0
 
Springing
             
 
Insurance:
$0
 
Springing
   
Historical Occupancy(5)
 
Replacement:
$0
 
Springing
     
Current Occupancy(6)(7):
91.3% (January 7, 2013)
 
 
TI/LC:
$562,080
 
Springing
     
2011 Occupancy:
90.4% (December 31, 2011)
 
               
2010 Occupancy:
92.4% (December 31, 2010)
 
Financial Information
   
2009 Occupancy:
91.5% (December 31, 2009)
 
 
Cut-off Date Balance / Sq. Ft.(3):
 
$184
     
(1)      See “Partial Release” herein.
(2)      See “Initial Reserves” and “Ongoing Reserves” herein.
(3)      Based on Total Collateral Sq. Ft. of 599,030.
(4)      Excludes Dillard’s, Belk, and J.C. Penney, which are not part of the collateral.
(5)      Historical Occupancy is based on Total Collateral Sq. Ft.
(6)      Current Occupancy is based on Total Collateral Sq. Ft. and includes Espling Jewelers (1,169 sq. ft.), which is not in occupancy but paying rent, and Signature Nails and Spa (1,587 sq. ft.), which has signed its lease but is not yet open for business or paying rent.
(7)      Based on Total Sq. Ft. of 1,116,480, Current Occupancy as of January 7, 2013 is 95.3%.
 
Balloon Balance / Sq. Ft.(3):
 
$184
     
 
Cut-off Date LTV:
 
45.1%
     
 
Balloon LTV:
 
45.1%
     
 
Underwritten NOI DSCR:
 
4.15x
     
 
Underwritten NCF DSCR:
 
4.02x
     
 
Underwritten NOI Debt Yield:
 
15.1%
     
 
Underwritten NCF Debt Yield:
 
14.7%
     
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
41

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
 
Tenant Summary
Tenant Mix
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total
Collateral
Sq. Ft.
Lease 
Expiration
Annual UW
Base Rent
PSF
Total Sales
(000s)(2)(3)
Sales
PSF(2)(3)
Occupancy
Cost 
(% of Sales)(2)(4)
                           
Non-Collateral Anchors
                         
Dillard’s
BB+/B1/BB
210,104
 
NAP
 
NAP
NAP
 
$23,500
 
$112
 
NAP
Belk
NR/NR/NR
181,460
 
NAP
 
NAP
NAP
 
$28,300
 
$156
 
NAP
J.C. Penney
B/B3/B-
125,886
 
NAP
 
NAP
NAP
 
$19,000
 
$151
 
NAP
Total
 
517,450
           
$70,800
 
$137
   
                           
Collateral Anchors
                         
Sears(5)
CCC/B3/CCC+
121,208
 
20.2%
 
9/25/2015
$3.00
 
$16,400
 
$135
 
2.5%
Forever 21
NR/NR/NR
116,298
 
19.4%
 
10/31/2019
$10.32
 
NAP
 
NAP
 
NAP
Subtotal
 
237,506
 
39.6%
       
$16,400
 
$135
   
                           
Major Tenants (> 10,000 sq. ft.)
                         
H&M(6)
NR/NR/NR
18,736
 
3.1%
 
1/31/2023
$29.72
 
NAP
 
NAP
 
NAP
Victoria’s Secret
BB+/Ba2/BB+
12,521
 
2.1%
 
1/31/2018
$42.00
 
$5,540
 
$442
 
15.9%
New York & Company
NR/NR/NR
10,556
 
1.8%
 
1/31/2015
$35.00
 
$2,333
 
$221
 
29.2%
Subtotal
 
41,813
 
7.0%
       
$7,873
 
$341
 
22.0%
                           
In-line Tenants (<10,000 sq. ft.)(7)
 
250,321
 
41.8%
   
$36.34
 
$78,760
 
$349
 
16.2%
                           
Restaurants
 
8,000
 
1.3%
   
$18.55
 
$2,037
 
$255
 
7.5%
Food Court
 
7,276
 
1.2%
   
$144.06
 
$7,530
 
$1,035
 
20.4%
Kiosk
 
1,675
 
0.3%
   
$382.14
 
$3,137
 
$2,127
 
17.1%
ATM/Other
 
189
 
0.0%
   
$123.87
 
NAP
 
NAP
 
NAP
Total Occupied Collateral
 
546,780
 
91.3%
                 
                           
Vacant
 
52,250
 
8.7%
                 
Total Collateral
 
599,030
 
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) are provided by the borrower and only include tenants reporting an entire 12 months of sales as of September 30, 2012. Total Sales (000s) and Sales PSF for Dillard’s, Belk, J.C. Penney and Sears are as of year-end 2011 and are based on estimates of sales provided by the borrower. Based on a percentage of collateral square feet, approximately 90.1% of in-line tenants and 81.0% of total tenants reported sales for the period.
(3)
Total Sales (000s) and Sales PSF figures for both collateral and non-collateral anchor tenants are estimates provided by the borrower.
(4)
Occupancy Cost (% of Sales) excludes utilities reimbursement.
(5)
Sears has three remaining 5-year extension options at fixed rent of $3.00 PSF.
(6)
H&M has the right to terminate its lease with at least 12 months prior notice and payment of a termination fee if adjusted gross sales during the period of January 2016 to December 2016 do not exceed $4,909,000. In addition, H&M has one 5-year extension option.
(7) 
Includes Espling Jewelers (1,169 sq. ft.), which is not in occupancy but paying rent, and Signature Nails and Spa (1,587 sq. ft.), which has signed its lease but is not yet open for business or paying rent.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
42

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
 
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
3
 
7,371
 
1.2%
 
7,371
 
1.2%
 
$33.53
 
1.8%
 
1.8%
 
2013
14
 
32,262
 
5.4%
 
39,633
 
6.6%
 
$44.64
 
10.3%
 
12.1%
 
2014
16
 
50,300
 
8.4%
 
89,933
 
15.0%
 
$28.97
 
10.4%
 
22.5%
 
2015
21
 
161,879
 
27.0%
 
251,812
 
42.0%
 
$13.82
 
16.0%
 
38.5%
 
2016
12
 
20,193
 
3.4%
 
272,005
 
45.4%
 
$41.02
 
5.9%
 
44.4%
 
2017
9
 
17,176
 
2.9%
 
289,181
 
48.3%
 
$48.56
 
6.0%
 
50.4%
 
2018
8
 
32,018
 
5.3%
 
321,199
 
53.6%
 
$48.10
 
11.0%
 
61.4%
 
2019
11
 
155,233
 
25.9%
 
476,432
 
79.5%
 
$16.17
 
18.0%
 
79.4%
 
2020
6
 
16,339
 
2.7%
 
492,771
 
82.3%
 
$43.78
 
5.1%
 
84.5%
 
2021
8
 
8,419
 
1.4%
 
501,190
 
83.7%
 
$72.52
 
4.4%
 
88.9%
 
2022
10
 
26,666
 
4.5%
 
527,856
 
88.1%
 
$36.99
 
7.1%
 
95.9%
 
2023
1
 
18,736
 
3.1%
 
546,592
 
91.2%
 
$29.72
 
4.0%
 
99.9%
 
Thereafter
1
 
188
 
0.0%
 
546,780
 
91.3%
 
$50.53
 
0.1%
 
100.0%
 
Vacant
NAP
 
52,250
 
8.7%
 
599,030
 
100.0%
 
NAP
 
NAP
     
Total / Wtd. Avg.
120
 
599,030
 
100.0%
         
$25.56
 
100.0%
     
(1)
Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule or the site plan.
 
The Loan.  The Avenues loan (the “The Avenues Loan”) is a fixed rate loan secured by the borrower’s leasehold interest and an affiliate of the borrower’s fee simple interest (in each case covering the entire collateral property) in a 599,030 sq. ft. portion of a super regional mall at 10300 Southside Boulevard in Jacksonville, Florida (the “The Avenues Property”) with an original principal balance of $110.0 million. The Avenues Loan has a 10-year term and accrues interest at a fixed rate equal to 3.6000% per annum with interest only payments for the entire loan term. Loan proceeds were used to retire existing debt of approximately $66.2 million, giving the borrower an equity recapture of approximately $42.1 million. Based on the appraised value of $244.0 million as of December 27, 2012, the cut-off date LTV is 45.1% and the remaining implied equity is $134.0 million. The most recent prior financing of The Avenues Property was not included in a securitization.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total   
Loan Amount
$110,000,000
100.0%
 
Loan Payoff
$66,249,833
60.2%  
       
Reserves
$562,080
0.5%  
       
Closing Costs
$1,103,100
1.0%  
       
Return of Equity
$42,084,987
38.3%  
Total Sources
$110,000,000
100.0%
 
Total Uses
$110,000,000
100.0%  
 
The Borrower / Sponsor.    The borrower, Avenues Mall, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The borrower is a wholly owned subsidiary of Jacksonville Avenues Limited Partnership, a partnership between Simon Property Group, L.P., CBL & Associates, Inc. and Teachers’ Retirement System of the State of Illinois. The sponsor of the borrower and the nonrecourse carve-out guarantor is Simon Property Group, L.P. (the “Guarantor”), a subsidiary of Simon Property Group, Inc.; provided however, with respect to certain matters (including bankruptcy of the borrower or the Guarantor), the recourse liability will be limited to $11,000,000.
 
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 January 2013, Simon had a market capitalization of approximately $50.4 billion and reported approximately $4.7 billion in revenue and $1.5 billion in net income for the twelve month period ended September 30, 2012. Simon reported a portfolio-wide occupancy rate of 94.6% as of September 30, 2012, representing an 80 basis point increase over the previous year. As of September 30, 2012, Simon owned or held an interest in 332 income-producing properties comprising over 241 million sq. ft. located throughout North America and Asia, which consisted of 160 malls, 60 Premium Outlets, 68 community/lifestyle centers, as well as 44 other properties. Internationally, Simon has ownership in eight Premium Outlets in Japan, two Premium Outlets in South
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
43

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
  
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 interest in a portfolio of more than 260 shopping centers in 13 countries across Europe.
 
CBL & Associates, Inc. (“CBL”) is an entity formed by the founders of CBL & Associates Properties, Inc. a public real estate investment trust. CBL & Associates Properties, Inc. owns, holds interests in or manages 163 properties across the United States, including 94 enclosed malls, and is an active developer of new regional malls, open-air centers, lifestyle and community centers. CBL & Associates Properties, Inc. has been publicly traded since 1993.
 
Teachers’ Retirement System of the State of Illinois (“TRS”) was established by the State of Illinois on July 1, 1939, to provide retirement, disability and death benefits to teachers employed by Illinois public elementary and secondary schools outside the city of Chicago. TRS benefits support more than 32,000 jobs, and as of June 30, 2012 total plan investments were approximately $36.8 billion, with approximately $4.5 billion invested in real estate.
 
The Property.  The Avenues Property consists of 599,030 collateral sq. ft. of a 1,116,480 sq. ft., multi-level, enclosed super regional mall located in Jacksonville, Florida. The Avenues Property collateral excludes 517,450 sq. ft. of anchor space owned by Dillard’s, Belk and J.C. Penney, and is 91.3% occupied as of January 7, 2013. The Avenues Property was constructed in 1990 and renovated in 2005 for approximately $9.8 million ($16 per collateral sq. ft.), which included interior and exterior signage updates, new furniture in the mall common areas, updated mall kiosks and renovations to the HVAC. In addition, there are 5,324 parking spaces for a parking ratio of 4.77 spaces per 1,000 sq. ft., based on total square feet.
 
The subsequent chart represents historical sales PSF at The Avenues Property. Since 2009, mall shop sales (both in-line and major tenants) have grown 11.1% from $314 PSF in 2009 to T-12 September 2012 sales of $348 PSF, with average occupancy of 91.4% during the same time period.
 
Historical Sales PSF(1)
 
2009(2)
2010(2)
2011(2)
T-12 9/30/2012
2012 National
Average
T-12 9/30/2012
Occupancy Cost
Dillard’s(3)
$108
$108
$112
NAV
$119
NAP
Belk
$111
$150
$156
NAV
$136
NAP
J.C. Penney
$147
$151
$151
NAV
$128
NAP
Sears(4)
$145
$139
$135
NAV
$154
2.5%
             
Major Tenants (>10,000 Sq. Ft.)
$271
$292
$323
$341
NAP
22.0%
             
In-Line Tenants(5)
$319
$330
$341
$349
NAP
16.2%
(1)
Historical Sales PSF is based on historical operating statements provided by the borrower.
(2)
2009-2011 Sales PSF figures for Dillard’s, Belk, J.C. Penney and Sears are based upon borrower estimates of sales.
(3)
Dillard’s estimated gross sales for 2011 were $23.5 million versus the 2012 national average of $20.58 million in gross sales per store.
(4)
Sears estimated gross sales for 2011 were $16.4 million versus the 2012 national average of $8.74 million in gross sales per store.
(5)
Approximately 90.1% of in-line tenants by collateral sq. ft. report sales.
 
Environmental Matters. The Phase I environmental report dated December 31, 2012 recommended no further action at The Avenues Property.
 
The Market.  The Avenues Property is located in the Jacksonville metropolitan statistical area in northeast Florida. The Avenues Property is located at the intersection of Southside Boulevard and Phillips Highway, approximately two miles north of the intersection of Interstate 95 and Interstate 295, and approximately 13 miles southeast of downtown Jacksonville. Southside Boulevard is one of the primary retail corridors in the submarket and immediately to the north of The Avenues Property are several anchored shopping centers and suburban office buildings.  Between 2000 and 2012, the population within the primary trade area in a 20-mile radius around The Avenues Property increased at a compound annual rate of 1.52%. Average household income in the primary trade area in 2012 was $67,549, or 101.7% of the average in the Jacksonville metropolitan statistical area and 107.8% of the statewide average. Within a three-mile radius of the mall, the average household income was $83,568. In general, the average income levels decline at a greater distance from the mall.
 
The Avenues Property is located in the Arlington/Baymeadows/Mandarin submarket within the Jacksonville market. The Arlington/Baymeadows/Mandarin submarket is the largest in Jacksonville and as of Q3 2012 consists of approximately 8.9 million sq. ft.
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
44

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
 
with average vacancy of 15.5%. The Avenues Property’s competitive set includes three other shopping centers totaling approximately 3.7 million sq. ft. and weighted average vacancy of 24.6%. The Avenues Property has anchor exclusivity among its competitive set for Forever 21 and is home to the only H&M store in northeast Florida.
 
The primary competition for The Avenues Property includes St. John’s Town Center, located approximately four miles northeast of the property. St. John’s Town Center, which is also owned and managed by Simon, is an open-air lifestyle center that is the most upscale retail facility in Jacksonville, with tenants such as Tiffany & Co., Louis Vuitton, Michael Kors and Coach. In addition, St. John’s Town Center has features typical of an anchored retail power center such as Target, Ashley Furniture, Barnes & Noble and PetSmart. The Orange Park Mall, also owned and managed by Simon, is another competitor. The Orange Park Mall is only located approximately 10 miles to the west of The Avenues Property. The Orange Park Mall features a similar profile of anchor tenants to The Avenues Property, but the two properties are separated by the St. John’s River. The last member of the competitive set is Regency Square Mall, which is the oldest mall in the Jacksonville market and struggled with vacancy for several years.
 
Competitive Set(1)
Name
The Avenues Property
St. John’s Town Center
Orange Park Mall
Regency Square Mall
Distance from Subject
NAP
4 miles
10 miles
10 miles
Property Type
Super Regional Mall
Lifestyle Center
Super Regional Mall
Super Regional Mall
Owner
Simon Property Group
Simon Property Group
Simon Property Group
GGP
Year Built / Renovated
1990 / 2005
2005, 2007 / NAP
1975, 1990 / 1984
1967, 1992 / 1999
Total Occupancy(2)
95.3%
93.0%
90.0%
50.0%
Size (Sq. Ft.)(2)
1,116,480
1,235,189
1,030,277
1,452,219
Anchors / Major Tenants
Dillard’s, Belk, J.C. Penney,
Sears, Forever 21
Dillard’s, Target, Dick’s
Sporting Goods, Ashley
Furniture
Belk, Dillard’s, J.C. Penney,
Sears, Dick’s Sporting
Goods, AMC Theatres
Belk, Dillard’s, J.C. Penney,
Sears
(1)
Source: Appraisal.
(2)
Total Occupancy and Size (Sq. Ft.) include all anchor tenants.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2009
2010
2011
T-12 11/30/2012
U/W
U/W PSF
   
 Base Rent(1)
     $14,491,100
$14,178,576
$14,235,244
$14,034,347
$14,076,450
$23.50
 
 Temporary Tenant Rent
1,617,374
1,689,150
1,638,963
1,723,061
1,644,465
2.75
 
 Value of Vacant Space
0
0
0
0
1,964,038
3.28
 
 Gross Potential Rent
$16,108,474
$15,867,726
$15,874,207
$15,757,408
$17,684,952
$29.52
 
 Total Recoveries
9,722,914
9,615,432
8,770,799
8,689,648
8,955,387
14.95
 
 Total Other Income
690,374
829,050
691,937
592,937
718,682
1.20
 
 Less: Bad Debt
(433,114)
(203,845)
(32,538)
40,837
0
0.00
 
 Less: Vacancy(2)
0
0
0
0
(1,964,038)
(3.28)
 
 Effective Gross Income
$26,088,648
$26,108,363
$25,304,405
$25,080,830
$25,394,984
$42.39
 
 Total Operating Expenses
8,962,913
8,804,187
8,580,245
8,454,034
8,748,792
14.60
 
 Net Operating Income
$17,125,735
$17,304,176
$16,724,160
$16,626,796
$16,646,192
$27.79
 
 TI/LC
0
0
0
0
369,358
0.62
 
 Capital Expenditures
0
0
0
0
149,758
0.25
 
 Net Cash Flow
$17,125,735
$17,304,176
$16,724,160
$16,626,796
$16,127,077
$26.92
 
               
(1)
U/W Base Rent includes $102,742 in contractual step rent through September 2013.
(2)
U/W Vacancy represents 7.2% of gross income.
 
Property Management.    The Avenues Property is managed by Simon Management Associates, LLC, a borrower affiliate.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
45

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
 
Lockbox / Cash Management.    The Avenues Loan is structured with a hard lockbox and in place cash management. The borrower was required to send 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 weekly to a cash management account under the control of the lender and disbursed during each interest period of the loan term in accordance with the loan documents. Provided no Cash Sweep Period (as defined below) is in effect, all funds in the lockbox account after payment of all required monthly debt service and reserve amounts (if any) will be remitted to the borrower on a weekly basis.
 
Excess cash will be retained in the lender controlled account during a “Cash Sweep Period” which  will commence if (i) the DSCR falls below 1.10x for two consecutive calendar quarters, based upon a trailing four quarter period, until such time that The Avenues Property achieves a DSCR of at least 1.10x for two consecutive calendar quarters, based upon a trailing four quarter period,  (ii) the property manager becomes party to a bankruptcy, insolvency or similar action, until such time that the property manager  is replaced in accordance with The Avenues Loan documents or (iii) an event of default under The Avenues Loan documents is occurring, until such time that the lender accepts a cure of such event of default, subject to the satisfaction of certain conditions set forth in The Avenues Loan documents.
 
Initial Reserves.    At closing, the borrower deposited $562,080 into the TI/LC reserve account, all of which is reserved for existing TI/LC obligations associated with the H&M lease.
 
Ongoing Reserves.    During a Trigger Period (as defined below) or Cash Sweep Period, the borrower is required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes into a tax reserve account, (ii) $8,486 into a capital expenditure account, subject to a cap of $203,667 and (iii) $41,683 into a TI/LC reserve account, subject to a cap of $1,000,398. In addition, during a Trigger Period or Cash Sweep Period, the borrower is required to deposit 1/12 of the estimated annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place.
 
A “Trigger Period” will commence if the DSCR falls below 1.20x for two consecutive calendar quarters, based upon a trailing four quarter period, and will end if The Avenues Property achieves a DSCR of at least 1.20x for two consecutive calendar quarters, based upon a trailing four quarter period.
 
Current Mezzanine or Subordinate Indebtedness.    None.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
Partial Release.  The borrower may obtain the release of immaterial or non-income producing portions of The Avenues Property, provided, among other things, the LTV ratio of the remaining property is not more than 125%; provided that if the LTV ratio is more than 125%, the borrower may obtain the release provided it pays down the principal balance of The Avenues Loan by an amount equal to the least of: (A) the net proceeds of an arm’s-length sale of the release parcel to an unrelated person, (B) the fair market value of the release parcel  at the time of the transfer and release, or (C) an amount such that that the LTV ratio does not increase after the transfer and release.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
46

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
 
(MAP)
 
Site plans based on information provided by the borrower as of January 7, 2013.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
47

 
 
10300 Southside Boulevard
Jacksonville, FL 32256
Collateral Asset Summary – Loan No. 3
The Avenues
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$110,000,000
45.1%
4.02x
15.1%
 
(MAP)
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
48

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(THIS PAGE INTENTIONALLY LEFT BLANK)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
49

 
 
Rochester, MN
Collateral Asset Summary – Loan No. 4
Rochester Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$109,857,615
52.4%
2.10x
14.5%

(GRAPHIC)  
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
50

 
 
Rochester, MN
Collateral Asset Summary – Loan No. 4
Rochester Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$109,857,615
52.4%
2.10x
14.5%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Portfolio of four properties
Loan Purpose:
Acquisition
 
Property Type:
Hospitality
Sponsor:
Javon R. Bea; Vita E. Bea
 
Collateral:
Fee Simple
Borrower:
KAH 20 2nd Avenue LLC; KINN 9 3rd
 
Location:
Rochester, MN
 
Avenue LLC; MAR 1st Avenue SW
 
Year Built / Renovated:
Various / Various
 
LLC; RES 441 Center Street LLC
 
Rooms:
1,230
Original Balance(1):
$110,000,000
 
Property Management:
Sunstone Hotel Properties, Inc., an
Cut-off Date Balance(1):
$109,857,615
   
affiliate of Interstate Hotels and
% by Initial UPB:
7.4%
   
Resorts, Inc.
Interest Rate:
4.914863%
 
Underwritten NOI:
$15,891,043
Payment Date:
6th of each month
 
Underwritten NCF:
$13,967,116
First Payment Date:
March 6, 2013
 
“As-is” Appraised Value:
$209,500,000
Maturity Date:
February 6, 2018
 
“As-is” Appraisal Date:
December 20, 2012
Amortization(2):
360 months
 
“As Stabilized” Appraised Value(5):
$235,800,000
Additional Debt(1):
$9,987,056 Junior Non-Pooled
 
“As Stabilized” Appraisal Date(6):
January 1, 2015; January 1, 2016
 
Component
     
 
$24,967,640 Mezzanine Loan
 
Historical NOI
Call Protection:
L(25), D(31), O(4)
 
Most Recent NOI:
$16,646,161 (T-12 November 30, 2012)
Lockbox / Cash Management:
Hard / In Place
 
2011 NOI:
$15,388,592 (December 31, 2011)
     
2010 NOI:
$13,591,651 (December 31, 2010)
Reserves(3)
 
2009 NOI:
$14,321,232 (December 31, 2009)
 
Initial
Monthly
     
Taxes:
$780,625
$195,156   
 
Historical Occupancy
Insurance:
$41,004
$41,004   
 
Current Occupancy:
61.2% (November 30, 2012)
FF&E:
$0
Various   
 
2011 Occupancy:
60.8% (December 31, 2011)
Required Repairs:
$534,513
NAP   
 
2010 Occupancy:
60.6% (December 31, 2010)
PIP Reserve:
$555,519
$0   
 
2009 Occupancy:
63.0% (December 31, 2009)
Seasonality Reserve:
$0
Available cash each   
 
(1)   The Rochester Hotel Portfolio Loan has an original principal balance of $120.0 million, consisting of a senior pooled component in the amount of $110.0 million (the “Senior Pooled Component”) and a junior non-pooled component in the amount of $10.0 million (the “Junior Non-Pooled Component”). See “Current Mezzanine or Subordinate Indebtedness” herein.
(2)   The Rochester Hotel Portfolio Loan is structured with a fixed amortization schedule based on a 360 month amortization period for the mortgage loan, together with the related mezzanine loan (total debt). See Annex H-2-1 and Annex H-2-2 of the Free Writing Prospectus.
(3)   See “Initial Reserves” and “Ongoing Reserves” herein.
(4)   Total Debt includes the Junior Non-Pooled Component and the mezzanine debt.
(5)   The “As Stabilized” cut-off date LTV is 46.6% based on achieving weighted average occupancy, ADR and RevPAR for the portfolio of 65.1%, $140.80 and $92.62, respectively.
(6)   The “As Stabilized” Appraisal Date for the Kahler Grand, Rochester Marriott and Kahler Inn & Suites Properties is January 1, 2015. The “As Stabilized” Appraisal Date for the Residence Inn Rochester Property is January 1, 2016.
 
November   
 
       
Financial Information
 
 
Pooled
Component
Mortgage
 Loan
Total Debt(4)
 
Cut-off Date Balance / Room:
$89,315
$97,435
$117,734 
 
Balloon Balance / Room:
$83,936
$91,566
$110,643 
 
Cut-off Date LTV(5):
52.4%
57.2%
69.1% 
 
Balloon LTV:
49.3%
53.8%
65.0% 
 
Underwritten NOI DSCR:
2.39x
2.07x
1.48x 
 
Underwritten NCF DSCR:
2.10x
1.82x
1.30x 
 
Underwritten NOI Debt Yield:
14.5%
13.3%
11.0% 
 
Underwritten NCF Debt Yield:
12.7%
11.7%
9.6% 
 
         
         
         
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
51

 
 
Rochester, MN
Collateral Asset Summary – Loan No. 4
Rochester Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$109,857,615
52.4%
2.10x
14.5%
 
Portfolio Summary
 Property
 
Location
# of
Rooms
Year Built / Renovated
Allocated
Loan Amount
Appraised Value
Occupancy(1)
 Kahler Grand
 
Rochester, MN
668  
1921, 1954, 1962 / 2007-2012
$48,830,549
$93,000,000
55.9%
 Rochester Marriott
 
Rochester, MN
202  
1989 / 2005-2011
$29,665,871
$56,500,000
66.6%
 Kahler Inn & Suites
 
Rochester, MN
271  
1973, 1977, 1990 / 2009, 2011-2012
$21,002,387
$40,000,000
66.0%
 Residence Inn Rochester
 
Rochester, MN
89  
2004 / 2012-2013
$10,501,193
$20,000,000
74.3%
 Total / Wtd. Avg.
   
1,230  
 
$110,000,000
$209,500,000
61.2%
(1)
Average occupancy for the trailing 12 months ended November 30, 2012.
 
Historical Occupancy, ADR, RevPAR(1)
 
Kahler Grand Property
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2008
61.5%
$105.23
$64.76
61.2%
$79.30
 
$48.49
100.6%
 
132.7%
133.5%
2009
59.6%
$102.44
$61.10
58.2%
$77.62
 
$45.18
102.5%
 
132.0%
135.2%
2010
56.6%
$110.60
$62.64
58.6%
$79.33
 
$46.48
96.7%
 
139.4%
134.8%
2011
57.7%
$112.14
$64.68
60.3%
$82.95
 
$50.02
95.6%
 
135.2%
129.3%
T-12 November 2012
55.9%
$111.60
$62.42
59.3%
$84.11
 
$49.90
94.3%
 
132.7%
125.1%
 
Historical Occupancy, ADR, RevPAR(1)
 
Rochester Marriott Property
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2008
64.7%
$219.86
$142.25
62.2%
$92.26
 
$57.35
104.1%
 
238.3%
248.0%
2009
61.5%
$198.79
$122.23
59.4%
$92.38
 
$54.87
103.5%
 
215.2%
222.8%
2010
63.2%
$204.61
$129.39
59.2%
$96.17
 
$56.94
106.8%
 
212.8%
227.2%
2011
60.4%
$205.31
$123.98
62.3%
$100.29
 
$62.47
96.9%
 
204.7%
198.5%
T-12 November 2012
66.6%
$204.82
$136.42
60.6%
$102.10
 
$61.86
109.9%
 
200.6%
220.5%
 
Historical Occupancy, ADR, RevPAR(1)
 
Kahler Inn & Suites Property
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2008
73.0%
$96.09
 
$70.15
62.2%
$92.26
 
$57.35
117.4%
 
104.2%
122.3%
2009
69.2%
$97.28
 
$67.33
59.4%
$92.38
 
$54.87
116.5%
 
105.3%
122.7%
2010
62.5%
$102.12
 
$63.83
59.2%
$96.17
 
$56.94
105.6%
 
106.2%
112.1%
2011
62.6%
$108.43
 
$67.82
62.3%
$100.29
 
$62.47
100.4%
 
108.1%
108.6%
T-12 November 2012
66.0%
$114.97
 
$75.91
60.6%
$102.10
 
$61.86
109.0%
 
112.6%
122.7%
 
Historical Occupancy, ADR, RevPAR(1)
 
Residence Inn Rochester Property
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2008
76.5%
$129.59
$99.09
 
74.1%
$96.40
 
$71.39
103.2%
 
134.4%
138.8%
2009
72.4%
$124.38
$90.03
 
70.8%
$94.48
 
$66.87
102.3%
 
131.6%
134.6%
2010
78.0%
$126.68
$98.82
 
71.2%
$93.19
 
$66.38
109.5%
 
135.9%
148.9%
2011
79.5%
$134.05
$106.60
 
72.3%
$96.10
 
$69.44
110.1%
 
139.5%
153.5%
T-12 November 2012
74.3%
$137.44
$102.10
 
70.9%
$96.91
 
$68.68
104.8%
 
141.8%
148.7%
(1)
Source: Hospitality Research Report. The minor variances between the underwriting and the above tables with respect to Occupancy, ADR and RevPAR at the Rochester Hotel Portfolio Properties are attributable to variances in reporting methodologies and/or timing differences.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
52

 
 
Rochester, MN
Collateral Asset Summary – Loan No. 4
Rochester Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$109,857,615
52.4%
2.10x
14.5%
 
Primary Competitive Set – Kahler Grand and Rochester Marriott Properties(1)
Property
# of Rooms
Year Opened
Meeting Space
(Sq. Ft.)
2012
Occupancy(2)
2012 ADR(2)
2012 RevPAR(2)
Kahler Grand Property
668
1921
19,500
 
56%
$112
$62
Rochester Marriott Property
202
1989
9,200
 
67%
$205
$136
TownePlace Suites Rochester
82
2000
NAP
 
76%
$90
$68
Courtyard Rochester
117
2005
1,000
 
77%
$112
$86
Residence Inn Rochester
89
2004
480
 
74%
$137
$102
Aspen Suites
82
2002
NAP
 
80%
$105
$84
Springhill Suites Rochester
86
1998
NAP
 
77%
$101
$78
Holiday Inn Rochester
173
1971
4,000
 
45%
$92
$41
Doubletree Rochester
212
1989
8,000
 
66%
$147
$97
Hilton Garden Inn
143
1999
800
 
70%
$117
$82
Hampton Inn Rochester
103
1994
NAP
 
72%
$98
$71
(1)
Source: Appraisals, hospitality research report.
(2)
Full-year 2012 Occupancy, ADR and RevPAR figures were estimated by the appraiser from hospitality research reports.
 
Primary Competitive Set – Kahler Inn & Suites Property(1)
Property
# of Rooms
Year Opened
Meeting Space
(Sq. Ft.)
2012
Occupancy(2)
2012 ADR(2)
2012 RevPAR(2)
Kahler Inn & Suites Property
271
1973
NAP
 
66%
$115
$76
Residence Inn Rochester
89
2004
480
 
74%
$137
$102
Holiday Inn Rochester
173
1971
4,000
 
45%
$92
$41
Kahler Grand
668
1921
19,500
 
56%
$112
$62
(1)
Source: Appraisal, hospitality research report.
(2)
Full-year 2012 Occupancy, ADR and RevPAR figures were estimated by the appraiser from hospitality research reports.
 
Primary Competitive Set – Residence Inn Rochester Property(1)
Property
# of Rooms
Year Opened
Meeting Space
(Sq. Ft.)
2012
Occupancy(2)
2012 ADR(2)
2012 RevPAR(2)
Residence Inn Rochester Property
89
2004
480
 
74%
$137
$102
Springhill Suites Rochester
86
1998
NAP
 
77%
$101
$78
Aspen Suites
82
2002
NAP
 
80%
$105
$84
Kahler Inn & Suites
271
1973
NAP
 
66%
$115
$76
(1)
Source: Appraisal, hospitality research report.
(2)
Full-year 2012 Occupancy, ADR and RevPAR figures were estimated by the appraiser from hospitality research reports.
 
The Loan.   The Rochester Hotel Portfolio loan (the “Rochester Hotel Portfolio Loan”) is a fixed rate loan secured by the borrowers’ fee simple interests in four hotels located in Rochester, Minnesota (the “Rochester Hotel Portfolio Properties”) with an original principal balance of $120.0 million, consisting of a senior pooled component in the amount of $110.0 million (the “Senior Pooled Component”), and a junior non-pooled component in the amount of $10.0 million (the “Junior Non-Pooled Component”).  The Senior Pooled Component has a five-year term and amortizes on a fixed schedule which results in an effective 360-month amortization period. The Senior Pooled Component accrues interest at a fixed rate equal to 4.914863% and has a cut-off date balance of approximately $109.9 million. The Rochester Hotel Portfolio Loan proceeds, along with a $25.0 million mezzanine loan funded concurrently, a $25.0 million preferred equity investment and approximately $45.9 million of equity from the borrowers were used to acquire the properties for $210.0 million and also fund reserves and pay closing costs. Based on the “As-is” appraised value of $209.5 million as of December 20, 2012, the cut-off date LTV is 52.4%. Based on the “As Stabilized” appraised value of $235.8 million as of January 1, 2015 and January 1, 2016, the “As Stabilized” cut-off date LTV is 46.6%. The most recent prior financing of the Kahler Grand Property was included in the BSCMS 2005-PWR9 transaction. The most recent prior financings of the Rochester Marriott, Kahler Inn & Suites and Residence Inn Rochester Properties were not included in securitizations.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
53

 
 
Rochester, MN
Collateral Asset Summary – Loan No. 4
Rochester Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$109,857,615
52.4%
2.10x
14.5%
 
Sources and Uses
 
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
Pooled Senior Trust Component
$110,000,000
51.0%
   
Purchase Price
$210,000,000
97.3%
 
Non-Pooled Junior Trust Component
$10,000,000
4.6%
   
Reserves
$1,911,661
0.9%
 
Mezzanine Loan
$25,000,000
11.6%
   
Closing Costs
$3,983,788
1.8%
 
Preferred Equity
$25,000,000
11.6%
           
Borrower Equity
$45,895,449
21.3%
           
Total Sources
$215,895,449
100.0%
   
Total Uses
$215,895,449
100.0%
 
 
The Borrower / Sponsor.    The borrowers, KAH 20 2nd Avenue LLC; KINN 9 3rd Avenue LLC; MAR 1st Avenue SW LLC; and RES 441 Center Street LLC, are each single purpose Delaware limited liability companies structured to be bankruptcy-remote, each with two independent directors in their organizational structures. The sponsors of the borrowers and the nonrecourse carve-out guarantors are Javon R. Bea and Vita E. Bea, on a joint and several basis.
 
Javon R. Bea is president and CEO of Mercy Health System, a vertically integrated health system headquartered in Janesville, Wisconsin that services southern Wisconsin and northern Illinois. Mr. Bea has over 30 years of experience in healthcare management and under his leadership, Mercy Health System has grown from a single, stand-alone community hospital to a system with three hospitals and 68 clinical sites, serving 26 communities in Wisconsin and Illinois. As of year-end 2012, Mercy Health System employed 385 physicians and over 4,000 employees, and had gross revenues of $1.1 billion.
 
The Properties. The Rochester Hotel Portfolio is comprised of four hotels totaling 1,230 rooms located in downtown Rochester, Minnesota each of which are connected to the Mayo Clinic (rated NR/Aa2/AA by Fitch/Moody’s/S&P)  via climate controlled pedestrian tunnels.
 
Kahler Grand (54.3% of portfolio rooms, 42.0% of annual U/W NCF) is an 11-story, 668-room full service hotel located adjacent to the Mayo Clinic, which it is connected to via an underground walkway system. The underground walkway system and first floor of the hotel houses approximately 67,527 sq. ft. of retail space which was 96.2% occupied as of January 21, 2013. The hotel is also connected to a six-level parking garage that contains 307 parking spaces. The hotel was constructed in phases between 1921 and 1962 and has recently undergone a renovation which included a remodeling of common areas at the hotel, including the front desk, ballroom and indoor pool and fitness center. Since 2003, the hotel has undergone approximately $29.4 million in renovations.
 
Amenities at the Kahler Grand Property include approximately 19,500 sq. ft. of meeting space, 24-hour room service, wired and wireless high speed internet, indoor pool and sauna, fitness center and the Grand Grill restaurant and Martini Lounge. In-room amenities include flat panel televisions, work desk and chair, coffee maker, hairdryer, iron and ironing board. The top two floors of the Kahler Grand Property, referred to as “The International Hotel”, contain 44 deluxe suites with highly upgraded finishes and amenities, as well as access to a concierge lounge which offers complimentary food and beverages throughout the day.
 
Rochester Marriott (16.4% of portfolio rooms, 28.4% of annual U/W NCF) is a nine-story, 202-room full service hotel located adjacent to the Mayo Clinic, which it is connected to via an underground walkway system. The underground walkway system and first floor of the hotel houses 14,900 sq. ft. of retail space, including national tenants such as Caribou Coffee, Cinnabon and Quizno’s, and was 100.0% occupied as of January 21, 2013. The hotel was constructed in 1989 and has undergone approximately $11.5 million in renovations since 2003.
 
Amenities at the Rochester Marriott Property include 9,200 sq. ft. of meeting space, room service, wired and wireless high speed internet, an indoor pool and spa, fitness center, the DEN restaurant and lounge and a Starbucks. In-room amenities include flat panel televisions, work desk and chair, coffee maker, hairdryer, iron and ironing board. Guestrooms on the eighth and ninth floors are considered “Concierge” level rooms and offer additional amenities and services as well as access to the concierge lounge, which offers complimentary food and beverages throughout the day.
 
Kahler Inn & Suites (22.0% of portfolio rooms, 20.3% of annual U/W NCF) is a nine-story, 271-room limited service hotel located adjacent to the Mayo Clinic, which it is connected to via an underground walkway system. The hotel has 109 available parking spaces in its two-story garage. The ground level both in and alongside the exterior of the hotel also houses approximately 2,800 sq. ft. of retail space, which is 100.0% occupied by four tenants, including Caribou Coffee and Jimmy Johns, as of January 21, 2013. The hotel was constructed in phases between 1973 and 1990 and has undergone approximately $7.8 million in refurbishments since 2003.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
54

 
 
Rochester, MN
Collateral Asset Summary – Loan No. 4
Rochester Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$109,857,615
52.4%
2.10x
14.5%
 
Amenities at the Kahler Inn & Suites Property include a pool and whirlpool, fitness room, business center, high-speed internet access, an arcade area and the Center Street Country Café restaurant. In-room amenities include flat panel televisions, dresser, dining room table, a pull-out sofa bed, hairdryer, iron and ironing board. Suite rooms include kitchens equipped with microwave, refrigerator, coffee maker and serving dishes and utensils.
 
Residence Inn Rochester (7.2% of portfolio rooms, 9.3% of annual U/W NCF) is a seven-story, 89-room extended stay hotel located in downtown Rochester, Minnesota and is connected to the Mayo Clinic via an underground walkway system. The hotel has 64 parking spaces available, including 28 in an on-site parking garage. The hotel was constructed in 2004 and has undergone approximately $2.2 million in refurbishments since opening, with approximately $1.6 million spent on renovations in 2012 and 2013.
 
Amenities at the Residence Inn Rochester Property include a fitness room, sundries shop, laundry facility, business center, high-speed internet access and breakfast area. The suite-style guestrooms are furnished with queen-size beds, nightstands, lamps, a dresser, work desk with chair, two flat panel televisions, pull-out sofa bed, dining room table and a fully equipped kitchen which includes a dishwasher, microwave, refrigerator, stove, coffee maker and serving dishes and utensils.
 
Environmental Matters. The Phase I environmental reports dated January 18, 2013 recommended no further action at the Rochester Marriott Property and Residence Inn Rochester Property. The Phase I environmental reports dated January 18, 2013 recommended the implementation of asbestos operation and maintenance plans at the Kahler Grand Property and Kahler Inn & Suites Property, which are already in place.
 
The Market.   The Rochester Hotel Portfolio Properties are located in downtown Rochester, the third largest city in Minnesota. The Rochester Hotel Portfolio Properties are adjacent to and around the Mayo Clinic, a world-renowned medical complex and the largest employer in the city of Rochester. In addition, the Rochester International airport is located approximately eight miles south of the Rochester Hotel Portfolio Properties. The Mayo Clinic is comprised of approximately 15.0 million sq. ft. of medical space throughout 30 different buildings and provides for the largest lodging demand segmentation in the market. The demand segments for the area are broken out between clinical, corporate, extended stay and group. The clinical segment, which is considered to make up approximately 41% of market demand, within the market represents patients, and visitors of patients, of the Mayo Clinic staying less than five days, and as the largest demand segment, the Rochester Hotel Portfolio Properties benefit from the close location and connectivity to the Mayo Clinic. In addition, the majority of the corporate segment, which is considered to make up approximately 21% of market demand, is associated with Mayo Clinic vendors. In addition to the Mayo Clinic, the Rochester area includes the Mayo Civic Center, the largest event facility in southern Minnesota. The Mayo Civic Center offers a variety of venues containing approximately 120,000 sq. ft. of space with the capability to host events ranging from sports tournaments to performing arts.
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
 
2009
2010
2011
T-12 11/30/2012
U/W
U/W per Room
Occupancy
         63.0%
60.6%
60.8%
61.2%
61.2%
   
ADR
            $118.53
            $126.36
$128.64
$131.37
$131.37
   
RevPAR
$74.65
$76.52
$78.18
$80.46
$80.46
   
               
Room Revenue
$33,539,765
$34,383,614
$35,127,979
$36,145,290
$36,145,290
$29,386
 
F&B Revenue
7,529,119
7,173,361
7,044,656
7,552,277
7,552,277
6,140
 
Other Revenue
4,193,669
4,267,049
4,264,971
4,400,617
4,400,617
3,578
 
Total Revenue
$45,262,553
$45,824,023
$46,437,606
$48,098,184
$48,098,184
$39,104
 
Operating Expenses
14,786,633
16,470,232
14,998,165
15,394,427
15,394,427
12,516
 
Undistributed Expenses
12,900,874
12,372,220
12,628,139
12,687,590
12,703,824
10,328
 
Gross Operating Profit
$17,575,046
$16,981,571
$18,811,302
$20,016,168
$19,999,933
$16,260
 
Total Fixed Charges
3,253,814
3,389,920
3,422,710
3,370,007
4,108,890
3,341
 
Net Operating Income
$14,321,232
$13,591,651
$15,388,592
$16,646,161
$15,891,043
$12,920
 
FF&E(1)
1,841,913
1,832,961
1,857,504
1,923,927
1,923,927
1,564
 
Net Cash Flow
$12,479,320
$11,758,690
$13,531,088
$14,722,233
$13,967,116
$11,355
 
               
(1)
The U/W FF&E reserve is based on 4.0% of gross monthly revenues (excluding income from retail leases) for the Rochester Marriott and Residence Inn Rochester Properties and 5.0% of gross monthly revenues (excluding income from retail leases) for the Kahler Grand and Kahler Inn & Suites Properties.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
55

 
 
Rochester, MN
Collateral Asset Summary – Loan No. 4
Rochester Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$109,857,615
52.4%
2.10x
14.5%
 
Property Management.    The Rochester Hotel Portfolio Properties are managed by Sunstone Hotel Properties, Inc., an affiliate of Interstate Hotels and Resorts, Inc.
 
Lockbox / Cash Management.    The Rochester Hotel Portfolio Loan is structured with a hard lockbox and in place cash management. All rents and other payments are required to be deposited directly into one or more lockbox account(s) controlled by the lender. All funds in each such lockbox account are swept daily to a cash management account under the control of the lender and disbursed on each monthly payment date during the loan term in accordance with the loan documents.
 
Additionally, all excess cash will be swept into a lender controlled account upon (i) the occurrence of an event of default, (ii) if the debt service coverage ratio on the last day of any calendar quarter is less than 1.05x or (iii) the occurrence of an event of default under the mezzanine loan, and will end if (a) with respect to clause (i), the event of default has been cured and such cure has been accepted by lender and no other event of default is then continuing, (b) with respect to clause (ii), the debt service coverage ratio is 1.10x for two consecutive calendar quarters, or (c) with respect to clause (iii), the default under the mezzanine loan has been cured or waived and no other event of default is then continuing under the mezzanine loan or mezzanine lender consummates an action or proceeding to realize upon the equity collateral in borrowers securing the mezzanine loan.
 
Initial Reserves.    At closing, the borrowers deposited (i) $780,625 into a tax reserve account, (ii) $41,004 into an insurance reserve account, (iii) $534,513 into the required repairs reserve, which is equal to 125% of the expected cost of the required repairs determined in the engineering reports for the Rochester Hotel Portfolio Properties, and (iv) $555,519 into the PIP reserve account associated with existing PIP obligations for the Rochester Marriott and Residence Inn Rochester Properties.
 
Ongoing Reserves.    On a monthly basis, the borrowers are required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $195,156 into a tax reserve account, (ii) 1/12 of the annual insurance premiums, which currently equates to $41,004 into an insurance reserve account, (iii) 4.0% of monthly gross revenues (excluding income from retail leases) for the Marriott Rochester and Residence Inn Rochester Properties and 5.0% of monthly gross revenues (excluding income from retail leases) for the Kahler Grand and Kahler Inn & Suites Properties into a monthly FF&E reserve account and (iv) on each November monthly payment date, an amount equal to all excess cash flow into the seasonality reserve to be disbursed on the monthly payment date in the immediately following December.
 
Current Mezzanine or Subordinate Indebtedness.    The Rochester Hotel Portfolio Loan will be divided into the Senior Pooled Component and the Junior Non-Pooled Component. The Junior Non-Pooled Component accrues interest at a rate of 9.2500% per annum and is coterminous with the Senior Pooled Component. In addition, a $25.0 million mezzanine loan was funded at closing. The mezzanine loan is coterminous with the Rochester Hotel Portfolio Loan and accrues interest at a rate of 11.0000% per annum. The mezzanine loan has a five-year term and amortizes on a fixed schedule, which results in a 360-month effective amortization period.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
Preferred Equity.   An entity controlled by Sunstone Hotel Investors made a $25.0 million preferred equity investment in Kahler Hotels LLC, the indirect owner of the borrowers, which has a preferred rate of return of 11.0000% per annum. Payments to the preferred equity holder are only payable from excess cash flow, and will accrue if not paid currently. The preferred equity is structured with a preferred return accrual feature whereby the borrowers can defer payment for up to 18 months following the date that both the Rochester Hotel Portfolio Loan and mezzanine loan have been paid in full. The preferred equity holder also has the right to cure any loan defaults under the Rochester Hotel Portfolio Loan that remain uncured beyond applicable cure periods and any amounts paid to cure will constitute additional preferred equity with a preferred rate of return of 15% and which must be redeemed within 30 days.  In addition, if as a result of any additional capital contribution, the preferred equity holder’s indirect equity interest exceeds 49% of the total equity, such equity must be redeemed within 60 days in an amount sufficient to bring the preferred equity holder’s interest down to not more than 49% of the total.  If a default preferred equity contribution is not repaid within 30 days, or if the preferred equity holder’s equity interest exceeds 49% and is not redeemed within 60 days, the preferred equity holder’s sole remedy is to force the borrowers to market the collateral properties for sale, to the extent permitted under the loan documents for the Rochester Hotel Portfolio Loan and mezzanine loan and subject to the satisfaction of all terms and conditions relating thereto under such loan documents.
 
Partial Release.    None.
 
Substitution of Collateral.   None.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
56

 
 
Rochester, MN
Collateral Asset Summary – Loan No. 4
Rochester Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$109,857,615
52.4%
2.10x
14.5%
 
(MAP)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
57

 
 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
 
(GRAPHIC)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
58

 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Acquisition
 
Property Type:
CBD Office
Sponsor:
Joseph Mizrachi; Eyal Ben-Yosef;
 
Collateral:
Fee Simple
 
David Alcalay; David Werner
 
Location:
Chicago, IL
Borrower:
540 West Madison Owner LLC
 
Year Built / Renovated:
2003 / NAP
Original Balance(1):
$100,000,000
 
Total Sq. Ft.:
1,102,776
Cut-off Date Balance(1):
$100,000,000
 
Property Management:
540 General Manager LLC
% by Initial UPB:
6.7%
 
Underwritten NOI:
$25,361,482
Interest Rate:
3.9050%
 
Underwritten NCF:
$24,356,136
Payment Date:
6th of each month
 
“As-is” Appraised Value:
$370,000,000
First Payment Date:
February 6, 2013
 
“As-is” Appraisal Date:
November 12, 2012
Maturity Date:
January 6, 2018
 
“As Stabilized” Appraised Value(4):
$475,000,000
Amortization:
Interest Only
 
“As Stabilized” Appraisal Date(4):
January 1, 2016
Additional Debt(1):
$135,000,000 Pari Passu Debt
     
 
$15,000,000 Mezzanine Loan
 
Historical NOI(6)
Call Protection:
L(26), D(30), O(4)
 
Most Recent NOI:
NAV
Lockbox / Cash Management:
Hard / In Place
 
2011 NOI:
NAV
     
2010 NOI:
NAV
Reserves(2)
 
2009 NOI:
NAV
 
Initial
Monthly
     
Taxes:
$2,977,099
$595,420  
 
Historical Occupancy(7)
Insurance:
$0
Springing  
 
Current Occupancy:
91.2% (December 31, 2012)
TI/LC:
$30,000,000
$0  
 
2011 Occupancy:
100.0% (December 31, 2011)
       
2010 Occupancy:
100.0% (December 31, 2010)
Financial Information(3)
 
2009 Occupancy:
100.0% (December 31, 2009)
   
Mortgage Loan
Total Debt
 
(1)   The Original Balance of $100.0 million represents the Note A-2 of a $235.0 million loan combination evidenced by two pari passu notes. The pari passu companion loan is comprised of the controlling Note A-1, with an original principal amount of $135.0 million, which was securitized in the COMM 2013-LC6 trust. For additional information on the pari passu companion loan, see “The Loan” herein.  For additional information on the mezzanine loan, see “Current Mezzanine or Subordinate Indebtedness” herein.
(2)   See “Initial Reserves” and “Ongoing Reserves” herein.
(3)   DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate 540 West Madison Street Loan Combination.
(4)   The “As Stabilized” LTV is 49.5% based on achieving a long term stabilized occupancy of 93.0%.
(5)   Underwritten NOI DSCR and underwritten NCF DSCR are based on interest only debt service payment.  Based on a 30-year amortization schedule the underwritten NOI DSCR and underwritten NCF DSCR are 1.91x and 1.83x, respectively.
(6)   Prior to the borrower’s acquisition, the 540 West Madison Street Property was owned and occupied by Bank of America; therefore, historical NOI is not available.
(7)   Bank of America previously owned the entire building and subleased space out to tenants.
 
Cut-off Date Balance / Sq. Ft.:
 
$213
$227
 
Balloon Balance / Sq. Ft.:
 
$213
$227
 
Cut-off Date LTV(4):
 
63.5%
67.6%
 
Balloon LTV(4):
 
63.5%
67.6%
 
Underwritten NOI DSCR(5):
 
2.73x
2.40x
 
Underwritten NCF DSCR(5):
 
2.62x
2.31x
 
Underwritten NOI Debt Yield:
 
10.8%
10.1%
 
Underwritten NCF Debt Yield:
 
10.4%
9.7%
 
         
         
         
         
         
         
         
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
59

 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
 
Tenant Summary
 
 
Tenant
Ratings
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
Bank of America(2)
A/Baa2/A-
757,317
68.7%
 
$25.53
 
75.5%
 
12/31/2022  
 
DRW
NR/NR/NR
126,012
11.4%
 
$27.29
 
13.4%
 
    12/31/2024(3)
 
Marsh
BBB/Baa2/BBB
120,771
11.0%
 
$23.00
 
10.8%
 
      2/28/2024(4)
 
Starbucks
NR/Baa3/A-
1,971
0.2%
 
$30.00
 
0.2%
 
9/30/2013  
 
Total Occupied Collateral
 
1,006,071
91.2%
 
$25.46
 
100.0%
     
Vacant(5)
 
96,705
8.8%
             
Total
 
1,102,776
100.0%
             
                     
(1)
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)
Bank of America has exercised an option to vacate 166,522 sq. ft. of the total 757,317 sq. ft. on 12/31/2013. In addition, Bank of America has a one-time option to vacate up to 236,000 sq. ft. in full floor increments at the end of 2014, upon 12 months prior notice, and the option to terminate its lease with respect to the 23rd floor (42,470 sq. ft.) and 3,925 sq. ft. on the first floor effective no earlier than December 31 2016, upon at least 12 months prior notice.
(3)
DRW has the right to terminate the lease effective August 1, 2019, upon 12 months prior notice and payment of an early termination fee equal to the sum of unamortized costs incurred plus rent attributable to the 4 calendar months immediately succeeding the termination date.
(4)
On or after January 1, 2015, Marsh has the right to cancel a portion of its lease for up to half of a floor of its leased premises upon 12 months prior notice and payment of a cancellation fee equal to $98.00 PSF of the space affected. On or after January 1, 2018, Marsh has a right to cancel another half of a floor of its lease premises upon 12 months prior notice and payment of a cancellation fee equal to $74.00 PSF. On or after January 31, 2019, Marsh has the right to terminate its entire lease, effective January 31, 2020, upon payment of a cancellation fee equal to $53.00 PSF.
(5)
Vacant space represents 84,031 sq. ft. of office space, 10,907 sq. ft. of retail space and 1,767 sq. ft. of storage space.
 
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%
 
2013
 
5
168,493
15.3%
 
168,493
 
15.3%
 
$24.81
 
16.3%
 
16.3%
 
2014
 
0
0
0.0%
 
168,493
 
15.3%
 
$0.00
 
0.0%
 
16.3%
 
2015
 
0
0
0.0%
 
168,493
 
15.3%
 
$0.00
 
0.0%
 
16.3%
 
2016
 
0
0
0.0%
 
168,493
 
15.3%
 
$0.00
 
0.0%
 
16.3%
 
2017
 
0
0
0.0%
 
168,493
 
15.3%
 
$0.00
 
0.0%
 
16.3%
 
2018
 
0
0
0.0%
 
168,493
 
15.3%
 
$0.00
 
0.0%
 
16.3%
 
2019
 
0
0
0.0%
 
168,493
 
15.3%
 
$0.00
 
0.0%
 
16.3%
 
2020
 
0
0
0.0%
 
168,493
 
15.3%
 
$0.00
 
0.0%
 
16.3%
 
2021
 
0
0
0.0%
 
168,493
 
15.3%
 
$0.00
 
0.0%
 
16.3%
 
2022
 
18
590,795
53.6%
 
759,288
 
68.9%
 
$25.75
 
59.4%
 
75.7%
 
2023
 
0
0
0.0%
 
759,288
 
68.9%
 
$0.00
 
0.0%
 
75.7%
 
Thereafter
 
4
246,783
22.4%
 
1,006,071
 
91.2%
 
$25.19
 
24.3%
 
100.0%
 
Vacant
 
NAP
96,705
8.8%
 
1,102,776
 
100.0%
 
NAP
 
NAP
     
Total / Wtd. Avg.
 
27
1,102,776
100.0%
         
$25.46
 
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 540 West Madison Street loan (the “540 West Madison Street Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 1,102,776 sq. ft. Class A, office building located at 540 West Madison Street in Chicago, Illinois (the “540 West Madison Street Property”). The 540 West Madison Street Loan is comprised of the Note A-2 portion of a $235.0 million loan combination (the “540 West Madison Street Loan Combination”) that is evidenced by two pari passu notes. Only the Note A-2, with an original principal balance of $100.0 million, will be included in the COMM 2013-CCRE6 trust. The controlling Note A-1, with an original principal balance of $135.0 million, was securitized in the COMM 2013-LC6 trust. The 540 West Madison Street Loan has a five-year term with interest only payments.
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
60

 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
 
The 540 West Madison Street Loan accrues interest at a fixed rate equal to 3.9050% per annum and has a cut-off date balance of $100.0 million. The 540 West Madison Street Loan Combination proceeds, along with approximately $134.4 million in sponsor equity and a $15.0 million mezzanine loan, were used to, among other things, acquire the 540 West Madison Street Property for $350.0 million. Based on the “As-is” appraised value of $370.0 million as of November 12, 2012, the cut-off date LTV of the 540 West Madison Street Loan Combination is 63.5%. Based on the “As Stabilized” appraised value of $475.0 million as of January 1, 2016, the “As Stabilized” LTV is 49.5%. Prior to the securitization of the controlling Note A-1 in the COMM 2013-LC6 transaction, the most recent prior financing of the 540 West Madison Street Property was not included in a securitization.
 
The relationship between the holders of the Note A-1 and the Note A-2 will be governed by a co-lender agreement to be described under “Description of the Mortgage Pool—Loan Combinations—The 540 West Madison Street Loan Combination” in the free writing prospectus.
 
Sources and Uses
 
Sources
Proceeds
 
% of Total
 
Uses
Proceeds
 
% of Total
First Mortgage
$235,000,000
 
61.1%
 
Purchase Price
$350,000,000
 
91.0%
 
Mezzanine Loan
$15,000,000
 
  3.9%
 
Reserves
$32,977,099
 
8.6%
 
Sponsor Equity
$134,447,749
 
35.0%
 
Closing Costs
$1,470,650
 
0.4%
 
Total Sources
$384,447,749
 
100.0%
 
Total Uses
$384,447,749
 
100.0%
 
 
The Borrower / Sponsor.    The borrower, 540 West Madison Owner 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 are David Werner, Joseph Mizrachi, Eyal Ben-Yosef and David Alcalay. David Werner indirectly owns 4.9% of the borrower and controls entities that indirectly own 68% of the borrower. David Werner has major decision making rights with respect to the borrower. The nonrecourse carve-out guarantors are Joseph Mizrachi, Eyal Ben-Yosef and David Alcalay, on a joint and several basis.
 
David Werner has been involved in commercial real estate for approximately 30 years and has been involved in real estate transactions involving 61 major office buildings across the United States.
 
Joseph Mizrachi is the principal of The Mizrachi Group, LLC, which was founded in 1985 and has managed or invested over $3.5 billion in real estate. The principals of the Mizrachi Group, LLC have an average of over twenty years of relevant experience in executive management positions and possess expertise in finance, insurance, real estate and tax analysis. Through an affiliate company, Third Millennium Properties, LLC, the firm takes an active role in the management of its real estate projects.
 
In 2003, PAZ Securities, Inc., a securities firm of which Joseph Mizrachi served as president, was expelled from membership of the National Association of Securities Dealers, Inc. (the “NASD” which entity is now known as Financial Regulatory Authority, Inc. or FINRA) and Joseph Mizrachi was barred from associating with any member of the NASD (or FINRA). For additional information, see “Description of the Mortgage Pool – Risk Factors – Risks Related to the Mortgage Loans – Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance” in the free writing prospectus.
 
David Alcalay has been the president of the Alcalay-Mizrachi Group since 2005. The group acquires and operates income-producing real estate properties. David Alcalay has participated in over $2.0 billion of transactions that include office properties, industrial/flex properties, multifamily properties, anchored retail shopping centers and land for development.
 
Eyal Ben-Yosef is the president and 50% owner of Federal Jeans Inc. In addition to being an importer, manufacturer and distributor of denim products, Federal Jeans Inc. has several real estate investments comprising approximately 500,000 sq. ft. Mr. Ben-Yosef also owns several real estate investments including interests in two Manhattan office buildings totaling over 100,000 sq. ft., three apartment buildings in Cincinnati, Ohio, a development site in New Orleans (approved for hotel development), and a warehouse in Memphis, Tennessee, totaling approximately 1.1 million sq. ft.
 
The Property.  The 540 West Madison Street Property is a 31-story, 1,102,776 sq. ft. Class A office building, located in downtown Chicago and built in 2003. The total leasable space is comprised of 1,020,798 sq. ft. of office space, 62,685 sq. ft. of data center space, 16,803 sq. ft. of retail space, and 2,490 sq. ft. of storage space for a total of 1,102,776 total sq. ft.  As of December 31, 2012 the 540 West Madison Street Property is 91.2% occupied, and 79.8% by investment grade tenants.
 
The 540 West Madison Street Property is LEED-EB Gold certified and amenities include a full-service cafeteria, on-site catering, a coffee shop, conference center, rooftop patio and garden area, and a redundant infrastructure. The infrastructure includes on-site
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
61

 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
  
Uninterruptable Power Supply (UPS) and Emergency Power Supply (EPS) systems, electrical service from eight separate 12 kV feeds from five independent substations and an on-site generator farm. These features provide the tenants with flexibility and efficiency, as well as data protection from a potential natural disaster. The 540 West Madison Street Property could lose service from up to three substations and still be operational on utility power, and in the case of service interruption, the 540 West Madison Street Property has the capacity to maintain power for multiple days through the seven backup generators.
 
A parcel immediately adjacent to the 540 West Madison Street Property is owned by an affiliate of the borrower.  Since it is anticipated that this parcel may in the future be developed as a mirror-image office tower, the borrower entered into an agreement with the adjacent property owner (which runs to successor owners of the adjacent property) which provides that, among other things, the development of the adjacent property will be completed in a manner so as to not materially interfere with the use and occupancy of the 540 West Madison Street Property. In addition, an “anti-poaching” agreement was delivered at loan closing and will be in effect for so long as the adjacent property is owned by an affiliate of the borrower.
 
Environmental Matters. The Phase I environmental report dated November 21, 2012, recommended no further action at the 540 West Madison Street Property.
 
Major Tenants.    
 
Bank of America (757,317 sq. ft., 68.7% of NRA, 75.5% of U/W Base Rent) Bank of America, rated A/Baa2/A- by Fitch/Moody’s/S&P, is one of the largest banks in the United States by assets. Bank of America has an extensive branch network, with more than 5,700 locations across the U.S. Its core services include consumer and small business banking, credit cards, investment banking and brokerage, and asset management. In early 2009, Bank of America paid approximately $50 billion in stock for Merrill Lynch, which gave the firm a more extensive retail brokerage network to increase Bank of America’s wealth management, investment banking, and international business. The offices at the 540 West Madison Street Property serve as a hub for Bank of America’s global technology and operations, global banking and markets and global wealth management lines of business.
 
Bank of America has exercised an option to vacate 166,522 sq. ft. on December 31, 2013. In addition, Bank of America has a one-time option to vacate up to 236,000 sq. ft. in full floor increments at the end of 2014, with 12 months prior notice, and an option to terminate the 23rd floor (42,470 sq. ft.) and 3,925 sq. ft. on the first floor effective no earlier than the end of 2016, with at least 12 months prior notice. A $30.0 million TI/LC reserve was established at closing to cover tenant improvement and leasing costs associated with certain identified Bank of America space subject to termination at the 540 West Madison Street Property. Bank of America has three five-year extension options at 95% of fair market rent, each with 12 months prior notice.
 
DRW (126,012 sq. ft., 11.4% of NRA, 13.4% of U/W Base Rent) DRW Trading Group (“DRW”) is a principal trading organization that trades for their own account and risk. All of their methods, systems and applications are solely for their own use. DRW has no customers, clients, investors or third party funds. DRW trades a wide range of asset classes, instruments and trading venues. Founded in 1992, DRW is headquartered in Chicago and has offices in New York and London. DRW has the right to terminate its lease, effective August 1, 2019 upon 12 months prior notice and payment of an early termination fee equal to the sum of unamortized costs incurred plus rent attributable to the four calendar months immediately succeeding the termination date. DRW received a $35.00 PSF tenant improvement allowance and has one 10-year extension option at fair market rent with 12 months prior notice.
 
Marsh (120,771 sq. ft., 11.0% of NRA, 10.8% of U/W Base Rent) Marsh & McLennan Cos. Inc. (“Marsh”), rated BBB/Baa2/BBB by Fitch/Moody’s/S&P, is one of the world’s largest professional services and insurance brokerage firms in the United States, and has offices throughout the world in over 100 countries. As of Q3 2012, Marsh had over 53,000 employees and was ranked the 231st largest corporation in the United States by the Fortune 500, with annual revenues of approximately $11.526 billion. The firm was founded in Chicago, Illinois and is now headquartered in Midtown Manhattan, New York City.
 
On or after January 1, 2015, Marsh has the right to cancel a portion of its lease for up to half of a floor of its leased premises upon 12 months prior notice and payment of a cancellation fee equal to $98.00 PSF of the space affected. On or after January 1, 2018, Marsh has a right to cancel another half of a floor of its leased premises upon 12 months prior notice and payment of a cancellation fee equal to $74.00 PSF. On or after January 31, 2019, Marsh has the right to terminate its entire lease, effective January 31, 2020, upon payment of a cancellation fee equal to $53.00 PSF. Marsh received a $60.00 PSF tenant improvement allowance and has two, five-year renewal options at fair market rent, each with six months prior notice.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
62

 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
 
The Market.     The Chicago MSA ranks second nationally, behind New York, in total office inventory with 219.3 million sq. ft. of office space. As a transportation, banking and investment hub, Chicago is home to many corporate headquarters and regional branches. Chicago’s office market is comprised of 15 major submarkets, with its five downtown submarkets constituting the largest concentration of office space in the MSA at approximately 56.4%.
 
The 540 West Madison Street Property is located in downtown Chicago at the northwest corner of Madison and Clinton Street in Chicago’s West Loop submarket. The 540 West Madison Street Property is located adjacent to Ogilvie Transportation Center and two blocks from Union Station, two of Chicago’s busiest commuter rail stations, with approximately 92,000 passengers passing through the stations on a daily basis. In addition, the 540 West Madison Street Property is in close proximity to the elevated train system, the Kennedy Expressway and the Eisenhower Expressway, giving commuters access to Chicago’s major highways.
 
As of Q4 2012, Chicago’s West Loop is the largest office submarket for Class A product, consisting of approximately 33.1 million sq. ft. or 40.4% of the CBD Class A market. Class A properties in the submarket had an average overall vacancy rate of 13.5% and average overall asking rent of $34.71 PSF. Based on the comparable properties, as depicted in the subsequent chart, the appraiser determined a market vacancy of 7.7%.
 
Competitive Office Buildings(1)
Name/Location (Chicago, IL)
Year Built
Class
NRA (SF)
Occupancy
Rental Rate PSF
540 West Madison Street Property
2003
A
1,102,776
91.2%
$23.00-$26.92
500 West Madison Street (Citigroup Center)
1987
A
1,457,470
91.1%
$18.00-$25.00
155 North Wacker Drive
2009
A
1,152,953
94.5%
$24.00-$36.00
10, 20, and 30 South Wacker Drive
1983, 1987
A
2,519,595
90.6%
$21.00-$27.00
71 South Wacker Drive (Hyatt Center)
2005
A
1,490,825
88.6%
$25.00-$34.00
111 South Wacker Drive
2004
A
1,027,683
96.8%
$30.00-$32.00
Total/Avg.(2)
   
7,648,526
92.3%
$27.20
(1)
Source: Appraisal
(2) 
Total/Avg. does not include the 540 West Madison Street Property.
 
The appraiser determined average office market rents at the 540 West Madison Street Property of $26.00 PSF for low-rise office space (mezzanine through floor 13), $27.00 PSF for mid-rise office space (floors 14-22) and $28.00 PSF for high-rise office space (floors 23-28). In addition, the appraiser determined market rents of $35.00 PSF for retail space, $20.00 PSF for storage space and $45.00 PSF for data center space. When the Bank of America space becomes available, there will be four contiguous floors of available space, which is not common in the Chicago market. The below chart depicts the 540 West Madison Street Property market rent compared to the current rent.
 
Actual Rent vs Market Rent
Space Type
Leased Sq. Ft.
% of NRSF
% of Annual Rent
U/W Base Rent PSF
Appraisal Market Rent PSF
Office Floors Mezz - 13
390,129
35.4%
36.1%
$23.69
 
$26.00
Office Floors 14 - 22
294,184
26.7%
28.6%
$24.86
 
$27.00
Office Floors 23 - 28
252,454
22.9%
26.1%
$26.45
 
$28.00
Retail
5,896
0.5%
0.6%
$26.01
 
$35.00
Storage
723
0.1%
0.0%
$5.00
 
$20.00
Data Center
62,685
5.7%
8.7%
$35.47
 
$45.00
Total/Wtd. Avg.
1,006,071
91.2%
100.0%
$25.46
 
$28.03
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
63

 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
 
Cash Flow Analysis.
 
Cash Flow Analysis
   
Appraiser
U/W
U/W PSF
 
 Base Rent
 
$25,727,545
$25,613,333
$23.23
 
 Credit Tenant Rent Steps(1)
 
0
760,910
0.69
 
 Value of Vacant Space
 
2,643,615
4,136,497
3.75
 
 Gross Potential Rent
 
$28,371,160
$30,510,740
$27.67
 
 Total Recoveries
 
15,952,683
15,748,918
14.28
 
 Total Other Income
 
653,635
655,841
0.59
 
 Less: Vacancy(2)
 
        (2,699,577)
        (4,136,497)
(3.75)
 
 Effective Gross Income
 
$42,277,901
$42,779,002
$38.79
 
 Total Operating Expenses
 
17,345,973
17,417,520
15.79
 
 Net Operating Income
 
$24,931,928
$25,361,482
$23.00
 
 TI/LC
 
             0
             784,791
0.71
 
 Capital Expenditures
 
0
220,555
0.20
 
 Net Cash Flow
 
 $24,931,928
 $24,356,136
$22.09
 
           
(1)
Credit Tenant Rent Steps represent the present value of rent steps through the term of the lease for the credit tenants, Bank of America (rated A/Baa2/A- by Fitch/Moody’s/S&P) and Marsh (rated BBB/Baa2/BBB by Fitch/Moody’s/S&P). In addition, full credit was given to the Marsh rent step from $23.00 PSF to $23.58 PSF beginning January 2013.
(2)
U/W Vacancy represents 8.8% of gross income, and is based on the actual economic vacancy.
 
Property Management.    The 540 West Madison Street Property is managed by 540 General Manager LLC, a borrower affiliate.
 
Lockbox / Cash Management.    The 540 West Madison 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 during each interest period of the loan term in accordance with the loan documents.
 
Additionally, all excess cash will be swept into a lender controlled account upon (i) the occurrence of an event of default, (ii) if the aggregate adjusted pro forma debt service coverage ratio, as determined by lender, and the aggregate in-place debt service coverage ratio, as determined by lender, are each less than 1.20x, or (iii) the occurrence of an event of default under the mezzanine loan, and will end if (a) with respect to clause (i), the event of default has been cured or waived and no other event of default is then continuing, (b) with respect to clause (ii), the aggregate in-place debt service coverage ratio is 1.20x for two consecutive calendar quarters, or (c) with respect to clause (iii), the default under the mezzanine loan has been cured or waived and no other event of default is then continuing.
 
Initial Reserves.    At closing, the borrower deposited (i) $2,977,099 into a tax reserve account and (ii) $30,000,000 into the TI/LC reserve account for tenant improvement and leasing costs associated with the 84,031 sq. ft. of vacant office space and certain identified Bank of America space that is subject to termination.
 
Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of 1/12 of the estimated annual real estate taxes, which currently equates to $595,420, into a tax reserve account. In addition, borrower is required to deposit 1/12 of the estimated annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place.
 
Current Mezzanine or Subordinate Indebtedness.    A $15.0 million mezzanine loan was funded at closing. The mezzanine loan is coterminous with the 540 West Madison Street Loan and accrues interest at a rate of 8.2500%. The mezzanine loan is interest only for its term.
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
64

 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
 
 
(GRAPHIC)
 
Stack plan based on information provided by the borrower as of December 31, 2012.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
65

 
 
540 West Madison Street
Chicago, IL 60661
Collateral Asset Summary – Loan No. 5
540 West Madison Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$100,000,000
63.5%
2.62x
10.8%
 
(MAP)
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
66

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(THIS PAGE INTENTIONALLY LEFT BLANK)
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
67

 
3550-3580 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary – Loan No. 6
Paramount Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$95,847,443
67.8%
1.53x
10.6%
 
GRAPHIC
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
68

 
 
3550-3580 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary – Loan No. 6
Paramount Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$95,847,443
67.8%
1.53x
10.6%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
CBD Office
Sponsor:
David Y. Lee
 
Collateral:
Fee Simple
Borrower:
Paramount Plaza, LLC
 
Location:
Los Angeles, CA
Original Balance:
$96,000,000
 
Year Built / Renovated:
1969, 1972 / NAP
Cut-off Date Balance:
$95,847,443
 
Total Sq. Ft.:
968,018
% by Initial UPB:
6.4%
 
Property Management:
Jamison Services, Inc.
Interest Rate:
4.3800%
 
Underwritten NOI:
$10,128,189
Payment Date:
6th of each month
 
Underwritten NCF:
$8,798,597
First Payment Date:
March 6, 2013
 
“As-is” Appraised Value:
$141,400,000
Maturity Date:
February 6, 2023
 
“As-is” Appraisal Date:
October 24, 2012
Amortization:
360 months
 
“As Stabilized” Appraised Value(2):
$162,800,000
Additional Debt:
None
 
“As Stabilized” Appraisal Date(2):
October 24, 2015
Call Protection:
L(25), D(90), O(5)
     
Lockbox / Cash Management:
Hard / Springing
 
Historical NOI
     
Most Recent NOI:
$9,144,303 (T-12 November 30, 2012)
Reserves(1)
 
2011 NOI:
$10,384,619 (December 31, 2011)
 
Initial    
Monthly    
 
2010 NOI:
$10,671,490 (December 31, 2010)
Taxes:
$0
$35,412
 
2009 NOI:
$9,416,823 (December 31, 2009)
Insurance:
$0
Springing
     
Replacement:
$0
$24,200
 
Historical Occupancy
TI/LC:
$2,676,913
$103,255
 
Current Occupancy(3):
71.7% (January 30, 2013)
Required Repairs:
$37,950
NAP
 
2011 Occupancy:
72.0% (December 31, 2011)
Free Rent:
$319,672
$0
 
2010 Occupancy:
75.0% (December 31, 2010)
       
2009 Occupancy:
77.0% (December 31, 2009)
Financial Information
 
(1)   See “Initial Reserves” and “Ongoing Reserves” herein.
(2)   The “As Stabilized” cut-off date LTV is 58.9% and is based on achieving a stabilized occupancy of 88.0%.
(3)   Current Occupancy includes 32,097 sq. ft. (3.3% of NRA) with lease commencement dates between February 2013 and April 2013.
 
Cut-off Date Balance / Sq. Ft.:
$99
   
Balloon Balance / Sq. Ft.:
$80
   
Cut-off Date LTV(2):
67.8%
   
Balloon LTV:
54.6%
   
Underwritten NOI DSCR:
1.76x
   
Underwritten NCF DSCR:
1.53x
   
Underwritten NOI Debt Yield:
10.6%
   
Underwritten NCF Debt Yield:
9.2%
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
69

 
 
3550-3580 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary – Loan No. 6
Paramount Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$95,847,443
67.8%
1.53x
10.6%
 
Tenant Summary
 
Tenant
Ratings
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
City of Los Angeles(2)
AA-/Aa2/NR
67,626
7.0%
 
$18.54
9.6%
                 Various
(3)(4)
Stockwell, Harris(5)
NR/NR/NR
54,565
5.6%
 
$18.00
7.6%
 12/31/2021
 
Wilshire Business Center
NR/NR/NR
49,820
5.1%
 
$18.00
6.9%
5/31/2019
 
Montage Financial, LLC
NR/NR/NR
25,187
2.6%
 
$17.53
3.4%
           4/30/2015
(6)
Bryan College
NR/NR/NR
24,951
2.6%
 
$19.63
3.8%
            9/30/2013
(7)
Total Major Tenants
 
222,149
22.9%
 
$18.30
31.2%
   
Remaining Tenants
 
472,132
48.8%
 
$18.94
68.8%
   
Total Occupied Collateral(8)
 
694,281
71.7%
 
$18.73
100.0%
   
Vacant
 
273,737
28.3%
         
Total
 
968,018
100.0%
         
                 
(1)
Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)
The City of Los Angeles has three months of free rent for the Department of Housing lease (18,801 sq. ft.) from February 2013 to April 2013. March and April rent was deposited in the free rent reserve at closing.
(3)
The City of Los Angeles leases 13,771 sq. ft. on a month to month basis, including 2,560 sq. ft. of storage space. The month to month space has not yet been approved for renewal by the city of Los Angeles. In addition, the City of Los Angeles has 35,054 sq. ft. expiring in June 2016 and 18,801 sq. ft. expiring in December 2017.
(4)
The City of Los Angeles has the option to terminate 25,487 sq. ft. in July 2015 and 9,567 sq. ft. in January 2016, both with four months prior notice.
(5)
Stockwell, Harris will lease an additional 16,978 sq. ft. of expansion space commencing in February 2013, and will have four months of free rent on the expansion space, for which three months of rent was withheld at closing.
(6)
Montage Financial, LLC has 177 sq. ft. leased on a month to month basis.
(7)
Bryan College leases 250 sq. ft. on a month to month basis.
(8)
Includes 32,097 sq. ft. (3.3% of NRA) with lease commencement dates beginning between February 2013 and April 2013.
 
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
59
32,289
3.3%
32,289
3.3%
$15.17
3.8%
3.8%
2013
47
112,185
11.6%
144,474
14.9%
$18.95
16.3%
20.1%
2014
26
89,117
9.2%
233,591
24.1%
$22.13
15.2%
35.3%
2015
38
106,568
11.0%
340,159
35.1%
$18.20
14.9%
50.2%
2016
27
142,311
14.7%
482,470
49.8%
$18.67
20.4%
70.6%
2017
6
32,100
3.3%
514,570
53.2%
$17.99
4.4%
75.1%
2018
4
29,335
3.0%
543,905
56.2%
$20.84
4.7%
79.8%
2019
5
73,585
7.6%
617,490
63.8%
$18.48
10.5%
90.2%
2020
0
0
0.0%
617,490
63.8%
$0.00
0.0%
90.2%
2021
4
54,565
5.6%
672,055
69.4%
$18.00
7.6%
97.8%
2022
0
0
0.0%
672,055
69.4%
$0.00
0.0%
97.8%
2023
1
14,617
1.5%
686,672
70.9%
$19.80
2.2%
100.0%
Thereafter
17
7,609
0.8%
694,281
71.7%
$0.00
0.0%
100.0%
Vacant
NAP
273,737
28.3%
968,018
100.0%
NAP
NAP
 
Total / Wtd. Avg.
234
968,018
100.0%
   
$18.73
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 depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
70

 
 
3550-3580 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary – Loan No. 6
Paramount Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$95,847,443
67.8%
1.53x
10.6%
 
The Loan.    The Paramount Plaza loan (the “Paramount Plaza Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 968,018 sq. ft. Class B CBD office located at 3550-3580 Wilshire Boulevard in Los Angeles, California (the “Paramount Plaza Property”) with an original principal balance of $96.0 million. The Paramount Plaza Loan has a 10-year term and amortizes on a 30-year schedule. The Paramount Plaza Loan accrues interest at a fixed rate equal to 4.3800% and has a cut-off date balance of approximately $95.8 million. Loan proceeds were used to retire existing debt of approximately $91.5 million, giving the borrower a cash out of approximately $1.1 million. Based on the “As-is” appraised value of $141.4 million as of October 24, 2012, the cut-off date LTV is 67.8% and the remaining implied equity is approximately $45.6 million. Based on the “As Stabilized” appraised value of $162.8 million as of October 24, 2015, the “As Stabilized” cut-off date LTV is 58.9%. The most recent prior financing of the Paramount Plaza Property was not included in a securitization.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
                        % of Total
Loan Amount
$96,000,000
100.0%
 
Loan Payoff
$91,489,473
95.3%
 
       
Reserves
$3,034,534
3.2%
 
       
Closing Costs
$402,747
0.4%
 
       
Return of Equity
$1,073,246
1.1%
 
Total Sources
$96,000,000
100.0%
 
Total Uses
$96,000,000
              100.0%
 
 
The Borrower / Sponsor.    The borrower, Paramount Plaza, LLC, is a single purpose California limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is David Y. Lee.
 
David Y. Lee is the president of Jamison Services, Inc., one of the largest private commercial property owners in Los Angeles County. Jamison Services, Inc. was founded in 1994 and specializes in the acquisition, operation, construction, leasing and ownership of office, medical and retail properties. Headquartered in Los Angeles, California, Jamison Services, Inc. owns and operates over 100 commercial buildings comprising approximately 22.0 million square feet. For additional information, see “Risk Factors – Risks Related to the Mortgage Loans – Prior Bankruptcies, Default, or Other Proceedings May Be Relevant to Future Performance” in the accompanying free writing prospectus.
 
The Property.  The Paramount Plaza Property consists of two 21-story, Class B office buildings totalling 968,018 sq. ft. built in 1969 and 1972. The Paramount Plaza Property is located approximately 10 miles from the Los Angeles International airport in the Koreatown district, which is approximately one mile from downtown Los Angeles. The sponsor purchased the Paramount Plaza Property in 1999 for approximately $33.0 million ($34 PSF).  As of January 30, 2013, the Paramount Plaza Property was 71.7% occupied by over 150 tenants, 12.7% by credit rated tenants. The Paramount Plaza Property was approximately 90.0% leased in 2007 when the State of California vacated four floors, reducing occupancy to 77.0%, followed by other tenants downsizing or consolidating their leased space, and bringing occupancy down further to just under 70.0% in August 2011.  Since the beginning of 2012, the sponsor has signed new and renewal leases for 31.0% of the net rentable sq. ft. at an average rate of $18.76 PSF, including renewal spaces for four of the top five tenants. Parking for the Paramount Plaza Property is located in a shared garage located between the two buildings, which also serves as collateral for the Paramount Plaza Loan. The garage has approximately 1,914 parking spaces for a parking ratio of 2.0 spaces per 1,000 sq. ft.
 
Environmental Matters. The Phase I environmental report dated December 20, 2012 recommended the development and implementation of an asbestos operation and maintenance plan at the Paramount Plaza Property, which is already in place.
 
Major Tenants.   
 
City of Los Angeles (67,626 sq. ft., 7.0% of NRA, 9.6% of U/W Base Rent) The City of Los Angeles (rated AA-/Aa2/NR by Fitch/Moody’s/S&P) tenant includes several separate city departments at the Paramount Plaza Property including the Los Angeles Police Department Behavioral Science Services, the Department of Building Safety, the Department of Housing and the Department of Aging.  The City of Los Angeles has been at the Paramount Plaza Property for approximately 10 years, and has 35,054 sq. ft. expiring in June 2016, 18,801 sq. ft. expiring in December 2017 and 13,771 sq. ft. on a month to month basis, including 2,560 sq. ft. of storage space. The month to month space has not yet been approved for renewal by the City of Los Angeles. The City of Los Angeles has three months of free rent for the Department of Housing lease (18,801 sq. ft.) from February 2013 to April 2013, of which, rent for March and April was reserved at closing. The City of Los Angeles has the option to terminate 25,487 sq. ft. in July 2015 and 9,567 sq. ft. in January 2016, both with four months prior notice, and each space has one five-year renewal remaining at fair market rent, with six months prior notice.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
71

 
 
3550-3580 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary – Loan No. 6
Paramount Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$95,847,443
67.8%
1.53x
10.6%
 
Stockwell, Harris (54,565 sq. ft., 5.6% of NRA, 7.6% of U/W Base Rent) Stockwell, Harris, Woolverton & Muehl (“Stockwell, Harris”) is a regional law firm founded in 1957 that specializes in all aspects of California workers’ compensation defense. The firm has expertise in the California risk management industry and their client list includes self-insured employers, insurance companies and third party administrators.  Stockwell, Harris has nine locations throughout California, with the headquarters located at the Paramount Plaza Property. Stockwell, Harris recently expanded at the Paramount Plaza Property, signing a lease for an additional 16,978 sq. ft. beginning in February 2013 through 2021. Stockwell, Harris will have a rent abatement for the expansion space through April 2013, for which three months of rent was withheld at closing. Stockwell, Harris has two five-year renewal options remaining on 37,587 sq. ft. at 95% of the asking rental rate, and with six months prior notice.
 
Wilshire Business Center (49,820 sq. ft., 5.1% of NRA, 6.9% of U/W Base Rent) Wilshire Business Center, a borrower affiliate, is an executive suite provider for the Paramount Plaza Property, offering fully serviced, private offices from $250-$2,000 per month.  Executive suites are equipped with 24/7 access and security, fully-furnished conference rooms, daily cleaning service, and professional reception service. Wilshire Business Center began leasing space at the Paramount Plaza Property in December 2000 and recently renewed its lease, which began in January of 2013.
 
The Market.     With a population of approximately 13.3 million, the Los Angeles-Long Beach-Santa Ana metropolitan statistical area (“MSA”) is the second most populated MSA in the United States. The area is served by Interstates 5, 10, and 110 and US Highway 101. In addition, light rail, full service rail and subway services are provided to the area by Amtrak, Metrolink and the Los Angeles County Metropolitan Transportation Authority. Los Angeles is home to seven Fortune 500 companies, and as of November 2012, has an unemployment rate of 9.8%, down from 11.6% in 2011 and 12.7% in 2010.
 
As of Q4 2012, the overall Los Angeles office market vacancy is 12.4% and average rents are $28.26 PSF, representing the fourth straight quarter with increasing rental rates. The Paramount Plaza Property is located in the Mid-Wilshire submarket of Los Angeles which consists of 309 buildings totaling approximately 14.1 million square feet. Class B office space within the Mid-Wilshire submarket totals approximately 3.7 million sq. ft. throughout 94 buildings, with an average vacancy rate of 13.5% and an average rental rate of $18.61 PSF. The appraiser identified five comparable office leases to the Paramount Plaza Property. The comparable tenants are all located on Wilshire Boulevard, and have had new leases signed since February 2012. The appraiser concluded to an average market rent of $20.40 PSF for the Paramount Plaza Property. A summary of the comparable leases are presented in the subsequent chart.
 
Comparable Leases(1)
Property
Location (Los Angeles, CA)
Year Built
Tenant Lease Area
(sq. ft.)
Base Rent
Lease Term
Paramount Plaza Property
3550-3580 Wilshire Boulevard
1969, 1972 
   3,019(2)
  $18.73(2)
   6 years(2)
One Park Plaza
3250 Wilshire Boulevard
1971
1,478
$20.40
3 years
Equitable Plaza Building
3435 Wilshire Boulevard
1970
1,451
$24.60
3 years
Wilshire Financial Tower
3600 Wilshire Boulevard
1961
   958
$23.40
2 years
Wilshire Serrano Building
3699 Wilshire Boulevard
1983
2,309
$21.60
3 years
Wilshire Park Place
3700 Wilshire Boulevard
1966
2,115
$21.00
3 years
Total/Wtd. Avg.(3)
   
8,311
$21.97
 
(1)     Source: Appraisal
(2)     Tenant Lease Area (sq. ft.), Base Rent and Lease Term for the Paramount Plaza Property represent an average of in place leases.
(3)     Total/Wtd. Avg. does not include the Paramount Plaza Property.
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
72

 
 
3550-3580 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary – Loan No. 6
Paramount Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$95,847,443
67.8%
1.53x
10.6%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2009
2010
2011
T-12 11/30/2012
U/W
U/W PSF
Base Rent(1)
$12,176,089
$13,143,346
$12,833,686
$11,874,150
$13,166,503
$13.60  
Value of Vacant Space
0
0
0
0
5,206,541
5.38  
Gross Potential Rent
$12,176,089
$13,143,346
$12,833,686
$11,874,150
$18,373,044
$18.98  
Total Recoveries
0
0
0
0
29,799
0.03  
Total Other Income
          2,274,816
          2,262,014
          2,034,394
1,774,993
1,769,543
1.83  
Less: Vacancy(2)
             0
             0
             0
            0
        (5,206,541)
(5.38)  
Effective Gross Income
$14,450,905
$15,405,360
$14,868,080
$13,649,143
$14,965,845
$15.46  
Total Operating Expenses
5,034,082
4,733,870
4,483,461
4,504,840
4,837,656
5.00  
Net Operating Income
$9,416,823
$10,671,490
$10,384,619
$9,144,303
$10,128,189
$10.46  
TI/LC
0
0
0
0
             1,172,357
1.21  
Upfront TI/LC Reserve Credit
0
0
0
0
             (84,769)
(0.09)  
Capital Expenditures
0
0
0
0
242,005
0.25  
Net Cash Flow
 $9,416,823
 $10,671,490
 $10,384,619
 $9,144,303
 $8,798,597
$9.09  
(1)
U/W Base Rent includes $140,105 in contractual rent steps through January 2014 and $20,076 of credit tenant rent steps, based on the present value of rent steps for New York Life (rated NR/NR/AA+ by Fitch/Moody’s/S&P) for the term of the Paramount Plaza Loan.
(2)
U/W Vacancy represents 25.8% of gross income, which represents in place economic vacancy. As of Q4 2012, the Los Angeles market had an office vacancy rate of 12.4% and Class B office space within the Mid-Wilshire submarket had a vacancy rate of 13.5%.
 
Property Management.    The Paramount Plaza Property is managed by Jamison Services, Inc., a borrower affiliate.
 
Lockbox / Cash Management.    The Paramount Plaza Loan is structured with a hard lockbox and springing cash management. All rents and other payments are required to be deposited directly into a clearing account controlled by lender, and are then required to be transferred to an account controlled by the borrower until the occurrence of a Trigger Period, as defined below.
 
A “Trigger Period” will occur upon (i) the continuation of an event of default, until such time that the event of default is cured, or (ii) if the DSCR falls below 1.20x, until such time that the DSCR is greater than 1.25x for two consecutive quarters.
 
Initial Reserves.    At closing, the borrower deposited (i) $2,676,913 into the TI/LC reserve account, (ii) 37,950 into the required repairs reserve, which represents 110.0% of the cost of estimated immediate repairs identified in engineering report, and (iii) $319,672 into the free rent 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 $35,412, into a tax reserve account, (ii) $24,200 into a capital expenditure account, subject to a cap of $871,216 and (iii) $103,255 into a TI/LC reserve account, subject to a cap of $3,717,189. In addition, borrower is required to deposit 1/12 of the estimated annual insurance premiums into the insurance reserve if an acceptable blanket insurance policy is no longer in place.
 
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. 333-184376) 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.
 
 
73

 
 
3550-3580 Wilshire Boulevard
Los Angeles, CA 90010
Collateral Asset Summary – Loan No. 6
Paramount Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$95,847,443
67.8%
1.53x
10.6%
 
MAP
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
74

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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75

 

410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
(GRAPH)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
76

 
 
410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Acquisition
 
Property Type:
Retail / Office
Sponsor(1)(2):
Two funds controlled by Starwood
 
Collateral:
Fee Simple
 
Capital Group and one fund controlled
 
Location:
Cumming, GA
 
by Core Property Capital, on a joint
 
Year Built / Renovated:
2008 / NAP
 
and several basis
 
Total Sq. Ft.:
523,535
Borrower(1):
Forsyth Owner 1, L.P.
 
Property Management:
Core Property Mgmt, LLC
Original Balance:
$83,300,000
 
Underwritten NOI(6):
$9,163,689
Cut-off Date Balance:
$83,300,000
 
Underwritten NCF(6):
$8,697,720
% by Initial UPB:
5.6%
 
Appraised Value:
$117,200,000
Interest Rate:
3.8365%
 
Appraisal Date:
October 31, 2012
Payment Date:
6th of each month
     
First Payment Date:
January 6, 2013
 
Historical NOI(7)
Maturity Date:
December 6, 2022
 
Most Recent NOI:
$8,440,511 (T-12 September 30, 2012)
Amortization:
Interest only for first 60 months; 360
 
2011 NOI:
$6,713,849 (December 31, 2011)
 
months thereafter
 
2010 NOI:
$5,429,781 (December 31, 2010)
Additional Debt(3):
Future Mezzanine Debt Permitted
 
2009 NOI:
$3,975,974 (December 31, 2009)
Call Protection(4):
L(23), YM1(90), O(7)
     
Lockbox / Cash Management:
Hard / Springing
 
Historical Occupancy(7)
     
Current Occupancy:
91.9% (November 1, 2012)
Reserves(5)
 
2011 Occupancy:
91.4% (December 31, 2011)
Taxes:
Initial
Monthly
 
2010 Occupancy:
75.9% (December 31, 2010)
Insurance:
$200,000
$100,000
 
2009 Occupancy:
65.3% (December 31, 2009)
Replacement:
$0
Springing
     
TI/LC:
$0
Springing
 
(1)   See “The Borrower / Sponsor” herein for a description of the Sponsor.
(2)  The Sponsors are an affiliate of the sponsor under the mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as Larkspur Landing Hotel Portfolio, which has a cut-off date balance of $79,794,922.
(3)   See “Future Mezzanine or Subordinate Indebtedness Permitted” herein.
(4)   See “Partial Release” herein.
(5)   See “Initial Reserves” and “Ongoing Reserves” herein.
(6)   Based on amortizing debt service payments. Based on the current interest only payments, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.83x and 2.68x, respectively.
(7)  The Avenue Forsyth Property was constructed in 2008 and has leased up to 91.9% occupancy. Fourteen leases accounting for 19.7% of underwritten base rent commenced in 2011, including Academy Sports, the largest retail tenant, and Children’s Healthcare of Atlanta, the largest office tenant. Additionally, seven leases accounting for 8.3% of underwritten base rent commenced in 2012 or early 2013, including major retail tenants Ariana Home Furnishings and Koo Koo Bear Baby & Kids, and the Xaviant office tenant expansion.
Required Repairs:
$454,023
Springing
 
 
$53,122
NAP
 
     
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
$159
   
Balloon Balance / Sq. Ft.:
$144
   
Cut-off Date LTV:
71.1%
   
Balloon LTV:
64.3%
   
Underwritten NOI DSCR(6):
1.96x
   
Underwritten NCF DSCR(6):
1.86x
   
Underwritten NOI Debt Yield:
11.0%
   
Underwritten NCF Debt Yield:
10.4%
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
77

 
 
410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
Tenant Summary
 Tenant Mix
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total Collateral
Sq. Ft.
Lease 
Expiration
Annual U/W Base Rent
PSF
 Sales
   PSF(2)
Occupancy Cost 
(% of Sales)(3)
               
 Anchor Retail Tenants
             
 Academy Sports
NR/NR/NR
72,667
13.9%
1/31/2027
$8.75
NAP   
NAP
 AMC Theatres
B-/B2/B
50,967
9.7%
5/31/2023
$25.85
$646,724(4)      
 19.2%
 Barnes & Noble
NR/NR/NR
28,007
5.3%
5/31/2018
$16.07
$195   
 9.1%
 Total Collateral Anchor Tenants
 
151,641
29.0%
 
$15.85
NAP   
15.0%
               
 Major Retail Tenants (> 10,000 sq. ft.)
             
 DSW
NR/NR/NR
15,053
2.9%
1/31/2019
$20.90
$209   
10.8%
 Ariana Home Furnishings
NR/NR/NR
10,662
2.0%
1/31/2018
$14.05
NAP   
NAP
 Koo Koo Bear Baby & Kids
NR/NR/NR
10,228
2.0%
1/31/2018
$14.00
NAP   
NAP
 Total Major Tenants
 
35,943
6.9%
 
$16.90
   
               
 Remaining Retail Tenants
             
 In-line (<10,000 sq. ft.)
 
197,885
37.8%
 
$26.57
$325   
10.7%
 Total Retail Tenants
 
385,469
73.6%
       
               
 Office Tenants
             
 Children’s Healthcare of Atlanta
NR/NR/NR
23,910
4.6%
5/31/2016
$14.50
NAP   
NAP
 Xaviant
NR/NR/NR
16,099
3.1%
8/31/2020
$17.42
NAP   
NAP
 Regus Business Centre
NR/NR/NR
14,571
2.8%
12/31/2022
$12.43
NAP   
NAP
 Remaining Office Tenants
 
41,051
7.8%
 
$20.90
NAP   
NAP
 Total Office Tenants
 
95,631
18.3%
 
$17.42
   
               
 Total Occupied Collateral
 
481,100
91.9%
       
               
 Vacant Retail
 
42,435
8.1%
       
 Vacant Office
 
0
0.0%
       
 Total Vacant Space
 
42,435
8.1%
       
               
 Total
 
523,535
100.0%
       
               
(1)
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(2)
Sales PSF provided by the borrower as of T-12 September 30, 2012 and only include tenants that reported sales for a minimum of 12 months (93.4% of occupied in-line NRA).
(3)
Occupancy Cost (% of Sales) is based on Annual U/W Base Rent PSF and U/W expense recoveries.
(4)
Shown as sales per screen.  AMC Theatres contains a total of 12 screens.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
78

 

410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
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%
2013
 
5
11,615
 
2.2%
11,615
 
2.2%
 
$13.59
1.6%
1.6%
2014
 
5
8,902
 
1.7%
20,517
 
3.9%
 
$27.01
2.4%
4.0%
2015
 
3
11,850
 
2.3%
32,367
 
6.2%
 
$22.17
2.6%
6.7%
2016
 
3
32,986
 
6.3%
65,353
 
12.5%
 
$16.21
5.4%
12.0%
2017
 
2
7,282
 
1.4%
72,635
 
13.9%
 
$20.65
1.5%
13.5%
2018
 
23
109,419
 
20.9%
182,054
 
34.8%
 
$22.01
24.2%
37.8%
2019
 
24
109,892
 
21.0%
291,946
 
55.8%
 
$24.56
27.2%
64.9%
2020
 
3
23,470
 
4.5%
315,416
 
60.2%
 
$19.85
4.7%
69.6%
2021
 
4
13,848
 
2.6%
329,264
 
62.9%
 
$23.67
3.3%
72.9%
2022
 
4
19362
 
3.7%
348,626
 
66.6%
 
$22.41
4.4%
77.3%
2023
 
2
53,540
 
10.2%
402,166
 
76.8%
 
$25.44
13.7%
91.0%
Thereafter
Vacant
 
3
78,934
 
15.1%
481,100
 
91.9%
 
$11.31
9.0%
100.0%
 
NAP
       42,435
 
8.1%
        523,535
 
100.0%
 
NAP
NAP
 
Total / Wtd. Avg.
 
81
523,535
 
100.0%
       
$20.65
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.
 
The Loan.  The Avenue Forsyth loan (the “Avenue Forsyth Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a Class A, 91.9% occupied, 523,535 sq. ft. lifestyle retail center with office space located in Cumming, Georgia (the “Avenue Forsyth Property”) with an original principal balance of $83.3 million.  The Avenue Forsyth Property is anchored by Academy Sports, AMC Theatres and Barnes & Noble and contains 78 additional major, in-line and office tenants.  The Avenue Forsyth Loan accrues interest at a fixed rate equal to 3.8365% and has a cut-off date balance of approximately $83.3 million.  The Avenue Forsyth Loan has a 10-year term and after an initial five-year interest only period, amortizes on a 30-year schedule.  Loan proceeds along with $35.6 million of equity from the borrower were used to acquire the property for $117.2 million and fund closing costs and upfront reserves.  Based on the appraised value of $117.2 million as of October 31, 2012, the cut-off date LTV is 71.1%.  The most recent prior financing of the Avenue Forsyth Loan was not included in a securitization.
 
Sources and Uses
 
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
 
Loan Amount
$83,300,000
70.1%
 
Acquisition(1)
$117,200,000
98.6%
 
Sponsor Equity
$35,558,090
29.9%
 
Reserves
$707,145
0.6%
 
       
Closing Costs
$950,945
0.8%
 
Total Sources
$118,858,090
100.0%
 
Total Uses
$118,858,090
100.0%
 
(1)
Acquisition price excludes $600,000 of value attributed to four undeveloped, non-income producing, freely releasable land parcels and $1.2 million of implied value attributed to two outparcels which were acquired by the Sponsors as part of the transaction but are not part of the collateral for the Avenue Forsyth Loan.  See “Partial Release” herein.
 
The Borrower / Sponsor.  The borrower, Forsyth Owner 1, L.P., is a single purpose Delaware limited partnership structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsors of the borrower and the nonrecourse carve-out guarantors, jointly and severally, are Starwood Distressed Opportunity Fund IX-1 U.S., L.P., Starwood Distressed Opportunity Fund IX Global, L.P., which are affiliates of Starwood Capital Group (“Starwood”), and Core Property Capital Fund II, LP, which is an affiliate of Core Property Capital (“Core”) (collectively, the “Sponsors”).
 
Starwood, founded in 1991, is one of the world’s premier private investment firms and has invested over $12.0 billion of equity in all asset classes including 2,200 hotels, 64,400 multifamily and condominium units, and 65.1 million sq. ft. of retail, office and industrial space. Core, founded in 1998, has a portfolio of approximately $750.0 million of commercial real estate assets, including 2.0 million sq. ft. of retail space.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
79

 

410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
The Property.  The Avenue Forsyth Property consists of a lifestyle retail center with office space containing 523,535 sq. ft. of total leasable area including 427,904 sq. ft. of retail space and 95,631 sq. ft. of office space.  The Avenue Forsyth lifestyle center sits upon 80 acres of land, 54.7 acres of which are collateral for the Avenue Forsyth Loan, which collateral includes four undeveloped, non-income producing, freely releasable land parcels.  The non-collateral portion consists of two undeveloped outparcels owned by affiliates of the Sponsors, six third-party owned developed outparcels and two third-party owned undeveloped outparcels.
 
The Avenue Forsyth Property was constructed in 2008 (the Academy Sports building was constructed in 2011) and is located 30 miles northeast of downtown Atlanta at the southwest corner of Georgia Highway 400 and Peachtree Parkway, which benefit from daily traffic counts of 69,140 and 19,400 vehicles per day, respectively.  As of November 1, 2012, the Avenue Forsyth Property was 91.9% occupied, with a retail occupancy of 90.1% and an office occupancy of 100.0%.  The Avenue Forsyth Property contains three anchor tenants including Academy Sports, AMC Theatres, and Barnes & Noble.  Major retail tenants include DSW, Ariana Home Furnishings, and Koo Koo Bear Baby & Kids.  The Avenue Forsyth Property is occupied by 62 additional in-line retail tenants, none of which occupy more than 1.6% of the total owned NRA.  The office space is leased to 13 tenants including Children’s Healthcare of Atlanta (25.0% of the office net rentable area), which invested $5.7 million to open its pediatric urgent care center at the Avenue Forsyth Property in 2011.
 
As of September 30, 2012, in-line tenants in occupancy that reported sales for a minimum of 12 months reported annual sales of $325 PSF with an occupancy cost of 10.7%.  In-line tenant sales at the Avenue Forsyth Property have increased year-over-year since 2009 as shown in the table below.
 
Historical Sales PSF
 
2009
2010
2011
T-12 9/30/2012
T-12 9/30/2012
Occupancy Cost
AMC Theatres(1)
$595,837
$637,758
$630,663
$646,724
19.2%
Barnes & Noble
$197
$205
$200
$195
9.1%
DSW
$139
$171
$201
$209
10.8%
           
All In-line Tenants(2)
$230
$249
$275
$325
10.7%
 
(1)
Sales PSF for AMC Theatres are shown as sales per screen.  AMC Theatres contains a total of 12 screens.
 
(2)
In-line tenant sales include all retail tenants less than 10,000 sq. ft. that have been in occupancy and reported sales for a minimum of 12 months (93.4% of occupied in-line NRA).
 
Major Tenants.
 
Retail Tenancy
 
Academy Sports (72,667 sq. ft.; 13.9% of NRA; 6.4% of U/W Base Rent) Founded in 1938, Academy Sports is a sports, outdoor and lifestyle retailer with a broad assortment of hunting, fishing, camping equipment, sports gear, leisure products, footwear, and apparel.  Currently owned by Kohlberg Kravis Roberts & Co L.P., Academy Sports operates over 150 stores throughout the southern United States.  Academy Sports executed its lease in November 2011 with an expiration date of 2027 and is not required to report sales.
 
AMC Theatres (50,967 sq. ft.; 9.7% of NRA; 13.3% of U/W Base Rent) Founded in 1920, AMC Theatres (rated B-/B2/B by Fitch/Moody’s/S&P) operates over 332 theaters (4,804 screens) across the United States. The theater at the Avenue Forsyth Property contains 12 screens including an IMAX screen.  AMC Theatres has reported T-12 September 30, 2012 sales of $7.8 million ($646,724 per screen, 19.2% occupancy cost), which are 2.5% above 2011 sales and 31% above the national average for AMC Theatres of approximately $495,000 per screen.  The nearest competitive theater, Movie 400 (12 screens), is located four miles from the Avenue Forsyth Property, and the nearest theater with an IMAX screen, Regal Mall of Georgia Stadium 20 & IMAX (20 screens), is located 17 miles from the Avenue Forsyth Property.  The AMC Theatres lease expires in 2023.
 
Barnes & Noble (28,007 sq. ft.; 5.3% of NRA; 4.5% of U/W Base Rent) Founded in 1965, Barnes & Noble operates over 689 retail bookstores and 674 college bookstores throughout the United States.  Barnes & Noble reported T-12 September 30, 2012 sales of $5.5 million ($195 PSF, 9.1% occupancy cost), which is in line with historical sales figures at the Avenue Forsyth Property.  The Barnes & Noble lease expires in 2018.
 
Office Tenancy
 
Children’s Healthcare of Atlanta (23,910 sq. ft.; 4.6% of NRA; 3.5% of U/W Base Rent) – Children’s Healthcare of Atlanta (“CHOA”) is one of the largest clinical healthcare providers in the country and was ranked among the top children’s hospitals by U.S. News & World
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
80

 

410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
Report.  CHOA operates a pediatric urgent care center at the Avenue Forsyth Property, employing over 50 nurses, technicians, doctors and administrators.  CHOA executed its lease in June 2011 and invested $5.7 million into its space and operations at the Avenue Forsyth Property.  Additionally, CHOA plans to open a 28-acre medical campus adjacent to the Avenue Forsyth Property that will include immediate care, outpatient imaging and diagnostic services, doctor’s offices, rehabilitation services and a hospital of up to 100 beds.
 
Xaviant (16,099 sq. ft.; 3.1% of NRA; 2.8% of U/W Base Rent) – Founded in 2008, Xaviant is an independent game development studio which has partnerships with PlayStation and XBOX.  Xaviant executed an eight-year extension on its initial 10,809 sq. ft. along with a 5,290 sq. ft. expansion, bringing its total leased space to 16,099 sq. ft., with an expiration date of August 31, 2020.
 
Regus Business Centre (14,571 sq. ft.; 2.8% of NRA; 1.8% of U/W Base Rent) – Founded in 1989 and headquartered in Luxembourg, Regus Business Centre (“Regus”) is the world’s largest provider of flexible workplaces which includes collaboration spaces, meeting rooms, business lounges, virtual offices, and day offices.  Regus has over one million customers and currently operates in over 1,200 locations, 550 cities, and 95 countries.  The Avenue Forsyth Property location is currently 93.3% occupied, with available units ranging in size from 65 sq. ft. to 120 sq. ft. at monthly rental rates ranging from $439 per month to $1,169 per month.  The Regus lease expires in 2022.
 
Environmental Matters.  The Phase I environmental report dated November 21, 2012 recommended no further action at the Avenue Forsyth Property.
 
The Market.  The Avenue Forsyth Property is located in Cumming, Georgia at the southwest corner of Georgia Highway 400 and Peachtree Parkway, approximately 30 miles northeast of downtown Atlanta in the Georgia 400 submarket.  The Avenue Forsyth Property is Class A commercial development with a primary trade area expanding approximately ten miles around the center.  As of 2012, the population in the 10-mile trade area was 382,832 with median household income of $88,579.
 
The Georgia 400 retail submarket contains 34.1 million sq. ft. and as of Q3 2012, had a vacancy rate of 10.4% with average rents of $14.08 PSF.  According to the appraisal, the Avenue Forsyth Property outperforms the Georgia 400 submarket, which includes numerous non-comparable unanchored retail strips.
 
The appraiser analyzed a set of five competitive anchored retail centers within the region of the Avenue Forsyth Property, which are detailed below.  The Forum at Peachtree Parkway is the nearest open-air lifestyle center, which is located 13 miles from the Avenue Forsyth Property.  The comparables have occupancies ranging from 82.0% to 100.0% with an average occupancy of 94.6%.  Based on the market and the competitive set, the appraiser concluded a vacancy rate for the Avenue Forsyth Property of 8.6%, in line with its current vacancy of 8.1%.
 
Retail Competitive Set (1)
Name
Avenue Forsyth
Cumming
Town Center
 
Cumming Marketplace
 
Lakeland Plaza
 
Johns Creek
Towne Center
 
Forum at Peachtree Parkway
Distance from Subject
NAP
5 miles
 
3 miles
 
3 miles
 
6 miles
 
13 miles
Year Built
2008
2007
 
1997
 
1986
 
2001
 
2003
Total Occupancy
91.9%
100.0%
 
95.8%
 
82.0%
 
95.0%
 
100.0%
Total Size (Sq. Ft.)
523,535
355,192
 
318,695
 
447,289
 
293,336
 
501,211
Anchors / Major Tenants
Academy Sports,
AMC Theatres,
Barnes & Noble
Dick’s Sporting Goods, T.J. Maxx, Staples, Best Buy
 
Lowes, Wal-Mart (shadow), Home Depot (shadow)
 
Belk, Kroger, Stein Mart, Office Depot
 
Kohl’s, Michael’s, Staples, PetSmart, Stein Mart
 
Belk, HomeGoods, Barnes & Noble
(1)
Source: Appraisal
 
The appraiser also analyzed a set of six comparable office buildings within the region of the Avenue Forsyth Property.  The comparables have occupancies ranging from 84.0% to 96.0% with an average occupancy of 88.4% and rents ranging from $19.00 to $21.00 PSF, in line with the appraiser’s concluded office market rent for the Avenue Forsyth Property of $20.00 PSF.  The Avenue Forsyth Property office space is currently 100.0% occupied.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
81

 
 
410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%

Cash Flow Analysis.
 
Cash Flow Analysis(1)
 
 
2010
2011
T-12 9/30/2012
U/W
U/W PSF
 
 Base Rent(2)
$6,070,316
$7,384,215
$8,789,109
$9,935,312
$18.98
 
 Value of Vacant Space
0
0
0
981,568
1.87
 
 Gross Potential Rent
$6,070,316
$7,384,215
$8,789,109
$10,916,880
$20.85
 
 Total Recoveries
1,455,472
1,784,384
1,894,777
2,445,226
4.67
 
 Total % Rents
155,263
112,726
174,748
178,441
0.34
 
 Total Other Income
170,871
372,271
451,841
331,001
0.63
 
 Less: Vacancy & Credit Loss(3)
0
0
0
(1,153,694)
(2.20)
 
 Effective Gross Income
$7,851,922
$9,653,596
$11,310,475
$12,717,854
$24.29
 
 Total Operating Expenses
2,422,141
2,939,747
2,869,964
3,554,165
6.79
 
 Net Operating Income
$5,429,781
$6,713,849
$8,440,511
$9,163,689
$17.50
 
 TI/LC
0
0
0
387,439
0.74
 
 Capital Expenditures
0
0
0
78,530
0.15
 
 Net Cash Flow
$5,429,781
$6,713,849
$8,440,511
$8,697,720
$16.61
 
             
(1)
The Avenue Forsyth Property was constructed in 2008 and has leased up to 91.9% occupancy.   Fourteen leases accounting for 19.7% of underwritten base rent commenced in 2011, including Academy Sports, the largest retail tenant, and Children’s Healthcare of Atlanta, the largest office tenant.  Additionally, seven leases accounting for 8.3% of underwritten base rent commenced in 2012 or early 2013, including major retail tenants Ariana Home Furnishings and Koo Koo Bear Baby & Kids, and the Xaviant office tenant expansion.
(2)
U/W Base Rent includes $486,804 in contractual rent steps through December 31, 2013, $280,391 for the Xaviant expansion lease which is signed with rent commencing in March 2013, and $54,932 in downward mark-to-market adjustments for office tenants.
(3)
U/W Vacancy & Credit Loss of 8.5% of gross income is in line with the appraiser’s conclusion of 8.6% and the current vacancy at the Avenue Forsyth Property of 8.1%.
 
Property Management.  The Avenue Forsyth Property is managed by Core Property Mgmt, LLC, an affiliate of one of the Sponsors.
 
Lockbox / Cash Management.  The Avenue Forsyth Loan is structured with a hard lockbox and springing cash management.  In place cash management is required upon (i) an event of default, (ii) failure of the Sponsors to collectively maintain a minimum net worth of $30.0 million until the Sponsors maintain such minimum net worth for two consecutive calendar quarters, (iii) the failure by the borrower after the end of two consecutive calendar quarters to maintain a debt service coverage ratio of 1.25x until the debt service coverage ratio is at least equal to 1.35x for two consecutive calendar quarters, or (iv) the commencement of a Lease Sweep Period, as defined below.
 
A “Lease Sweep Period” will commence if (i) the lease with respect to any Lease Sweep Event Tenant (or any material portion thereof) is surrendered, cancelled or terminated prior to its then current expiration date, (ii) a Lease Sweep Event Tenant “goes dark,” gives notice of its intention to “go dark” or fails to provide renewal notice in the timeframe described under its lease, or (iii) a Lease Sweep Event Tenant files bankruptcy or begins insolvency proceedings.  Lease Sweep Event Tenant means the five largest tenants at the Avenue Forsyth Property based on either gross rent or net rentable area and currently consist of Academy Sports, AMC Theatres, Barnes & Noble, DSW, Children’s Healthcare of Atlanta, and Xaviant.
 
Initial Reserves.  At closing, the borrower deposited (i) $200,000 into a tax reserve account, (ii) $53,122 into a required repairs reserve, and (iii) $454,023 into a TI/LC reserve account for outstanding leasing costs in connection with recent leases.
 
Ongoing Reserves.  On a monthly basis, the borrower is required to deposit $100,000 into a tax reserve account.  Additionally, the borrower has the following springing reserve obligations: (a) monthly insurance reserves upon (i) an event of default, (ii) failure by the borrower to maintain insurance under a blanket insurance policy, (iii) failure by the borrower to pay annual insurance premiums in advance, or (iv) failure by the borrower to provide evidence of a renewal policy two days prior to its then current expiration date; (b) monthly deposits of $6,544 into a replacement reserve account upon (i) the failure of the borrower after the end of any calendar quarter to maintain a debt service coverage ratio of 1.75x until the debt service coverage ratio is at least equal to 1.85x for two consecutive calendar quarters; and (c) monthly deposits of $43,628 into a TI/LC reserve account upon (i) the failure of the borrower after the end of any calendar quarter to maintain a debt service coverage ratio of 1.75x until the debt service coverage ratio is at least equal to 1.85x for two consecutive calendar quarters.
 
Current Mezzanine or Subordinate Indebtedness.  None.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
82

 
 
410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
Future Mezzanine or Subordinate Indebtedness Permitted.  Commencing after the 24th payment date of the Avenue Forsyth Loan, an owner of the borrower is permitted to incur mezzanine indebtedness secured by its interest in the borrower provided, among other things, (i) no event of default has occurred, (ii) the combined loan-to-value ratio is not more than 71.0%, (iii) the combined interest only debt service coverage ratio is at least 2.60x, (iv) the combined debt service coverage ratio based on a 30-year amortization schedule is at least 1.75x and (v) the combined debt yield is at least 9.9%.
 
Partial Release.  The borrower is permitted to obtain the release of one or more non-income producing parcels provided, among other things, that (i) no event of default or cash management period is ongoing, (ii) if the release occurs after May 27, 2013, the loan-to-value ratio is not more than 75.0% and the debt yield is at least 9.0% (in each case, based on the remaining portion of the Avenue Forsyth Property), provided, however, the borrower is permitted to make a prepayment, including any applicable yield maintenance payment, in such amount that the Avenue Forsyth Property will satisfy such requirements, (iii) the release is in compliance with REMIC requirements and (iv) the release parcel remains subject to reciprocal easement agreements in effect for the Avenue Forsyth Property.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
83

 
 
410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
(MAP)
 
Site plan based on information provided by the borrower.
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
84

 
 
410 Peachtree Parkway
Cumming, GA 30041
Collateral Asset Summary – Loan No. 7
Avenue Forsyth
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$83,300,000
71.1%
1.86x
11.0%
 
(MAP)
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
85

 
 
California, Washington, Oregon
Collateral Asset Summary – Loan No. 8
Larkspur Landing Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$79,794,922
68.3%
1.73x
12.3%
 
(GRAPHIC)
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
86

 
 
California, Washington, Oregon
Collateral Asset Summary – Loan No. 8
Larkspur Landing Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$79,794,922
68.3%
1.73x
12.3%
                         
Mortgage Loan Information
 
Property Information
 
Loan Seller:
CCRE
     
Single Asset / Portfolio:
 
Portfolio of 11 properties
 
 
Loan Purpose:
Refinance
     
Property Type:
 
Extended Stay Hospitality
 
 
Sponsor(1)(2):
Six funds controlled by Starwood
     
Collateral:
 
Fee Simple
 
   
Capital Group, on a joint and several
     
Location:
 
California, Washington, Oregon
 
   
basis
     
Year Built / Renovated:
 
1997-2000 / Various
 
 
Borrower(1):
Various
     
Rooms:
 
1,277
 
 
Original Balance(3):
$80,000,000
     
Property Management:
 
Larkspur Hotel Management
 
 
Cut-off Date Balance(3):
$79,794,922
           
Company, LLC
 
 
% by Initial UPB:
5.3%
     
Underwritten NOI:
 
$17,137,303
 
 
Interest Rate:
4.9585%
     
Underwritten NCF:
 
$15,552,787
 
 
Payment Date:
6th of each month
     
Appraised Value:
 
$204,500,000
 
 
First Payment Date:
February 6, 2013
     
Appraisal Date:
 
December 2012
 
 
Maturity Date:
January 6, 2018
               
 
Amortization:
360 months
   
Historical NOI
 
Additional Debt(3):
$59,846,192 Pari Passu Debt
     
Most Recent NOI:
$17,696,853 (December 31, 2012)
 
 
Call Protection(4):
L(23), YM1(33), O(4)
     
2011 NOI:
$14,006,420 (December 31, 2011)
 
 
Lockbox / Cash Management:
Hard / Springing
     
2010 NOI:
$10,113,205 (December 31, 2010)
 
               
2009 NOI:
$8,293,279 (December 31, 2009)
 
Reserves(5)
             
   
Initial
Monthly
   
Historical Occupancy
 
Taxes:
$257,883
$125,683
     
Current Occupancy:
79.5% (December 31, 2012)
 
 
Insurance:
$0
Springing
     
2011 Occupancy:
75.4% (December 31, 2011)
 
 
FF&E:
$0
1/12 of 4.0% of
     
2010 Occupancy:
68.5% (December 31, 2010)
 
     
annual gross revenues
     
2009 Occupancy:
60.9% (December 31, 2009)
 
             
(1)   See “The Borrower / Sponsor” herein for a description of the borrowers and sponsors.
(2)   The Sponsors are an affiliate of the sponsor under the mortgage loan secured by the mortgaged property identified on Annex A-1 to this free writing prospectus as Avenue Forsyth, which has a cut-off date balance of$83,300,000.
(3)   The Original Balance and Cut-off Date Balance of $80.0 million and $79.8 million, respectively, represent the controlling Note A-1 of a $140.0 million loan combination evidenced by two pari passu notes. The pari passu companion loan is comprised of Note A-2, with an original principal amount of $60.0 million. For additional information on the pari passu companion loan, see “The Loan” herein.
(4)   See “Partial Release” herein.
(5)   See “Initial Reserves” and “Ongoing Reserves” herein.
(6)   DSCR, LTV, Debt Yield and Balance / Room calculations are based on the aggregate Larkspur Landing Loan Combination.
Financial Information(6)
 
 
Cut-off Date Balance / Room:
 
$109,351
     
 
Balloon Balance / Room:
 
$101,038
     
 
Cut-off Date LTV:
 
68.3%
     
 
Balloon LTV:
 
63.1%
     
 
Underwritten NOI DSCR:
 
1.91x
     
 
Underwritten NCF DSCR:
 
1.73x
     
 
Underwritten NOI Debt Yield:
 
12.3%
     
 
Underwritten NCF Debt Yield:
 
11.1%
 
.
 
             
             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
87

 
 
California, Washington, Oregon
Collateral Asset Summary – Loan No. 8
Larkspur Landing Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$79,794,922
68.3%
1.73x
12.3%
 
Portfolio Summary
Property
 
Location
# of
Rooms
Year Built /
Renovated
Allocated
Loan Amount(1)
Appraised
Value
Occupancy(2)
Larkspur Landing Sunnyvale
 
Sunnyvale, CA
126
 
1999 / 2008
$21,700,000
 
$30,800,000
84.2%
Larkspur Landing Hillsboro
 
Hillsboro, OR
124
 
1997 / NAP
$17,250,000
 
$24,500,000
81.7%
Larkspur Landing Milpitas
 
Milpitas, CA
124
 
1998 / 2011
$17,000,000
 
$24,300,000
87.2%
Larkspur Landing Campbell
 
Campbell, CA
117
 
2000 / NAP
$15,500,000
 
$21,900,000
83.8%
Larkspur Landing S. San Francisco
 
S. San Francisco, CA
111
 
1999 / 2012
$14,700,000
 
$21,000,000
84.2%
Larkspur Landing Bellevue
 
Bellevue, WA
126
 
1998 / NAP
$12,560,000
 
$18,200,000
79.8%
Larkspur Landing Renton
 
Renton, WA
127
 
1998 / NAP
$11,500,000
 
$16,800,000
77.2%
Larkspur Landing Pleasanton
 
Pleasanton, CA
124
 
1997 / 2011
$11,040,000
 
$16,000,000
77.0%
Larkspur Landing Sacramento
 
Sacramento, CA
124
 
1998 / NAP
$9,610,000
 
$14,000,000
71.5%
Larkspur Landing Folsom
 
Folsom, CA
84
 
1999 / 2010
$7,120,000
 
$10,500,000
74.7%
Larkspur Landing Roseville
 
Roseville, CA
90
 
1999 / 2010
$2,020,000
 
$6,500,000
70.3%
Total / Wtd. Avg.
   
1,277
   
$140,000,000
 
$204,500,000
79.5%
(1)
Allocated Loan Amount based on the original balance of the Larkspur Landing Loan Combination.
(2)
Occupancy based on the borrowers’ operating statements as of December 31, 2012.
 
Historical Occupancy, ADR, RevPAR(1)
 
2010
2011
2012
 Property
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
 Larkspur Landing Sunnyvale
75.9%
$113.01
 
$85.77
 
81.8%
$118.93
 
$97.28
84.2%
$131.01
 
$110.30
 
 Larkspur Landing Hillsboro
66.8%
$88.02
 
$58.79
 
83.7%
$90.70
 
$75.92
81.7%
$102.87
 
$84.06
 
 Larkspur Landing Milpitas
84.9%
$91.08
 
$77.33
 
85.7%
$104.04
 
$89.16
87.2%
$114.71
 
$100.03
 
 Larkspur Landing Campbell
70.7%
$97.54
 
$68.96
 
80.2%
$103.30
 
$82.85
83.8%
$112.23
 
$93.99
 
 Larkspur Landing S. San Francisco
78.4%
$87.46
 
$68.57
 
76.4%
$100.51
 
$76.79
84.2%
$123.16
 
$103.65
 
 Larkspur Landing Bellevue
68.0%
$85.71
 
$58.27
 
67.6%
$90.78
 
$61.37
79.8%
$96.69
 
$77.13
 
 Larkspur Landing Renton
61.1%
$93.05
 
$56.82
 
75.7%
$88.31
 
$66.85
77.2%
$95.95
 
$74.11
 
 Larkspur Landing Pleasanton
54.3%
$80.54
 
$43.73
 
74.4%
$80.23
 
$59.69
77.0%
$91.30
 
$70.25
 
 Larkspur Landing Sacramento
63.4%
$99.79
 
$63.24
 
66.6%
$101.36
 
$67.50
71.5%
$99.93
 
$71.45
 
 Larkspur Landing Folsom
71.9%
$102.30
 
$73.56
 
69.1%
$105.46
 
$72.88
74.7%
$106.59
 
$79.59
 
 Larkspur Landing Roseville
57.4%
$84.83
 
$48.65
 
62.5%
$86.17
 
$53.85
70.3%
$87.17
 
$61.27
 
 Total / Wtd. Avg.
68.5%
$93.01
 
$64.01
 
75.4%
$97.30
 
$73.62
79.5%
$105.85
 
$84.67
 
(1)
Source: borrower provided operating statements.
 
The Loan.    The Larkspur Landing Hotel Portfolio loan (the “Larkspur Landing Loan”) is a fixed rate loan secured by the borrowers’ fee simple interests in 11 Larkspur Landing-branded, extended stay hotel properties located in California, Washington, and Oregon (the “Larkspur Landing Properties”)  with an original principal balance of $80.0 million. The Larkspur Landing Loan of $80.0 million represents the controlling Note A-1 of a $140.0 million loan combination that is evidenced by two pari passu notes (collectively, the “Larkspur Landing Loan Combination”).  Only the $80.0 million controlling Note A-1 will be included in the COMM 2013-CCRE6 trust.  The Note A-2, with an original principal balance of $60.0 million, is currently held by CCRE and is expected to be included in a future securitization. The Larkspur Landing Loan has a five-year term and amortizes on a 30-year schedule.  The Larkspur Landing Loan accrues interest at a fixed rate equal to 4.9585% and has a cut-off date balance of approximately $79.8 million.  Larkspur Landing Loan Combination proceeds, along with borrower equity of approximately $14.6 million and the conversion of a $24.68 million portion of an outstanding mezzanine loan into a preferred equity interest were used to retire existing debt of approximately $175.8 million, pay closing costs and fund initial reserves. Based on the appraised value of $204.5 million as of December 2012, the cut-off date LTV is 68.3% with remaining implied equity of approximately $64.8 million.  The most recent financing of the Larkspur Landing Properties included a senior mortgage of approximately $75.4 million, which was included in the BALL 2007-BMB1 transaction.
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
88

 
 
California, Washington, Oregon
Collateral Asset Summary – Loan No. 8
Larkspur Landing Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$79,794,922
68.3%
1.73x
12.3%
 
Sources and Uses
 
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total
 
Loan Amount
$140,000,000
78.1%
 
Loan Payoff(1)
$175,815,708
98.1%
 
Borrower Equity
$14,567,080
8.1%
 
Reserves
$257,883
0.1%
 
Preferred Equity(1)
$24,680,000
13.8%
 
Closing Costs
$3,173,489
1.8%
 
Total Sources
$179,247,080
100.0%
 
Total Uses
$179,247,080
100.0%
 
(1)
Loan Payoff included the repayment of an approximately $75.4 million first mortgage which was securitized in the BALL 2007-BMB1 transaction, the repayment of a $50.0 million senior mezzanine loan held by Key Bank, and the satisfaction of a $49.68 million junior mezzanine loan held by E2M Partners (of which $25.0 million was repaid, with the remaining $24.68 million converted to a preferred equity interest in an indirect owner of the borrowers).  See “Preferred Equity” herein.
 
The Borrower / Sponsor.    The borrowers, LL Bellevue, L.P.; LL Campbell, L.P.; LL Folsom, L.P.; LL Hillsboro, L.P.; LL Milpitas, L.P.; LL Pleasanton, L.P.; LL Renton, L.P.; LL Roseville, L.P.; LL Sacramento, L.P.; LL South San Francisco, L.P.; and LL Sunnyvale, L.P. are each Delaware limited partnerships structured to be bankruptcy-remote, each with two independent directors in their organizational structures.  The sponsors of the borrowers and the nonrecourse carve-out guarantors are, jointly and severally, Starwood Global Opportunity Fund VII-A, L.P.; Starwood Capital Hospitality Fund I-2, L.P.; Starwood Capital Hospitality Fund I-1, L.P.; Starwood Global Opportunity Fund VII-B, L.P.; Starwood U.S. Opportunity Fund VII-D, L.P. and Starwood U.S. Opportunity Fund VII-D-2, L.P., (collectively, the “Sponsors” or the “Starwood Funds”).
 
The Starwood Funds are controlled by Starwood Capital Group (“Starwood”).  Starwood, founded in 1991, is one of the world’s premier private investment firms and has invested over $12.0 billion of equity in all asset classes including 2,200 hotels, 64,400 multifamily and condominium units and 65.1 million sq. ft. of retail, office and industrial space.
 
The Properties.  The Larkspur Landing Properties consist of 11 Larkspur Landing-branded, all-suite extended stay properties totaling 1,277 rooms located in California, Washington, and Oregon.  The Larkspur Landing Properties were built between 1997 and 2000.  The Larkspur Landing Properties were acquired by the Sponsors in 2006 directly from Larkspur Hotels and Restaurants, the original developer, for approximately $213.0 million ($166,797 per key).  The Sponsors subsequently invested approximately $6.0 million in capital improvements, which, together with closing costs, result in a cost basis of approximately $222.2 million.
 
The Larkspur Landing Properties are predominantly located near primary thoroughfares outside major metropolitan areas including San Francisco, Oakland, San Jose and Sacramento, California, Seattle, Washington and Portland, Oregon.  Guest rooms average 575 sq. ft. and are comprised of one-bedroom and studio suites.  Each guest room includes a fully-equipped kitchen, LCD television, DVD player and renovated fixtures, with each Larkspur Landing Property containing an average of over 800 sq. ft. of corporate meeting space, a full-service business center, state-of-the-art audio/visual equipment, fitness center, complimentary laundry facilities, high speed internet access, and a complimentary breakfast buffet.
 
Environmental Matters. The Phase I environmental reports dated December 31, 2012 recommended no further action at the Larkspur Landing Properties.
 
The Market. The Larkspur Landing Properties consist of 11 Larkspur Landing-branded, all-suite extended stay properties located in California, Washington, and Oregon.  Each Larkspur Landing Property has its own distinct competitive set.  Penetration rates as of the trailing 12-month period ending December 31, 2012 for the Larkspur Landing Properties are summarized in the table below.  The competitive set includes primarily extended stay brands such as Extended Stay America, Residence Inn and TownePlace Suites.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
89

 
 
California, Washington, Oregon
Collateral Asset Summary – Loan No. 8
Larkspur Landing Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$79,794,922
68.3%
1.73x
12.3%
 
Competitive Set Penetration Rates(1)
 
 
2012
Competitive Set
 
Penetration Factor
 
 Property
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
 Larkspur Landing Sunnyvale
84.2%
$130.99
 
$110.28
79.9%
$142.80
 
$114.03
 
105.4%
 
91.7%
 
96.7%
 
 Larkspur Landing Hillsboro
81.8%
$103.22
 
$84.47
81.0%
$106.05
 
$85.95
 
101.0%
 
97.3%
 
98.3%
 
 Larkspur Landing Milpitas
87.2%
$114.67
 
$100.00
83.0%
$98.31
 
$81.58
 
105.1%
 
116.6%
 
122.6%
 
 Larkspur Landing Campbell
83.7%
$112.24
 
$93.95
79.6%
$114.95
 
$91.47
 
105.2%
 
97.6%
 
102.7%
 
 Larkspur Landing S. San Francisco
84.2%
$122.75
 
$103.33
84.1%
$123.05
 
$103.46
 
100.1%
 
99.8%
 
99.9%
 
 Larkspur Landing Bellevue
79.8%
$96.66
 
$77.10
73.0%
$95.97
 
$70.04
 
109.3%
 
100.7%
 
110.1%
 
 Larkspur Landing Renton
77.2%
$95.89
 
$74.07
75.7%
$94.28
 
$71.39
 
102.0%
 
101.7%
 
103.7%
 
 Larkspur Landing Pleasanton
77.0%
$91.25
 
$70.22
78.1%
$97.02
 
$75.78
 
98.5%
 
94.1%
 
92.7%
 
 Larkspur Landing Sacramento
71.5%
$99.84
 
$71.38
55.6%
$83.96
 
$46.66
 
128.7%
 
118.9%
 
153.0%
 
 Larkspur Landing Folsom
74.7%
$106.59
 
$79.59
71.5%
$106.46
 
$76.11
 
104.4%
 
100.1%
 
104.6%
 
 Larkspur Landing Roseville
70.3%
$87.15
 
$61.26
72.2%
$82.56
 
$59.64
 
97.3%
 
105.6%
 
102.7%
 
 Total / Wtd. Avg.
79.5%
$105.82
 
$84.66
75.9%
$104.40
 
$80.00
 
105.5%
 
102.2%
 
108.2%
 
(1)
Source: hospitality research reports. The minor variances between the underwriting and the above tables with respect to Occupancy, ADR and RevPAR at the Larkspur Landing Hotel Portfolio Properties are attributable to variances in reporting methodologies and/or timing differences.
 
The Larkspur Landing Properties are located in close proximity to numerous corporate demand drivers.  Corporate accounts with stays of seven nights or longer comprise 23.1% of the demand segmentation for the Larkspur Landing Properties, while general extended stay guests and corporate guests staying less than seven nights comprise an additional 34.5%.  The top corporate accounts at the Larkspur Landing Properties are listed below.
 
Top Corporate Accounts(1)
Rank
Client
# of
Nights
Rank
Client
# of
Nights
Rank
Client
# of
Nights
1
Cisco Systems
8,113
 
11
Ericsson
2,812
 
21
Valley Medical
1,207
 
2
Intel
5,764
 
12
Synopsys
2,393
 
22
Lockheed Martin
1,181
 
3
KLA
5,254
 
13
AMCC
2,103
 
23
Agostini Nurse Staffing
1,112
 
4
Providence Health
5,173
 
14
Roche / Genentech
1,921
 
24
CSUS
1,109
 
5
AT&T
4,978
 
15
Juniper Networks
1,837
 
25
Microsoft
1,096
 
6
Yahoo
4,934
 
16
Walmart
1,695
 
26
DMV
1,092
 
7
Ebay
3,668
 
17
Huawei
1,636
 
27
Boeing
1,022
 
8
Sandisk
3,524
 
18
PG&E
1,540
 
28
LSI Corporation
997
 
9
United Airlines
3,193
 
19
Broadcom
1,303
 
29
Rambus
889
 
10
Advanced Clinical
3,158
 
20
Allied Telesis
1,220
 
30
T-Mobile
865
 
(1)
Source: Borrower provided information for year-to-date October 2012.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
90

 
 
California, Washington, Oregon
Collateral Asset Summary – Loan No. 8
Larkspur Landing Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$79,794,922
68.3%
1.73x
12.3%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
2010
2011
2012
U/W
U/W per Room
 Occupancy(1)
68.5%
75.4%
79.5%
78.7%
 
 ADR
$93.01
$97.30
$105.85
$106.17
 
 RevPAR
$64.01
$73.62
$84.67
$83.56
 
           
 Room Revenue
$29,990,248
$34,450,693
$39,574,982
$38,948,065
$30,500
 F&B Revenue
75,578
163,450
237,828
235,378
184
 Other Revenue
462,979
405,711
433,477
429,475
336
 Total Revenue
$30,528,805
$35,019,854
$40,246,287
$39,612,918
$31,020
 Operating Expenses
8,769,336
9,269,577
10,050,941
9,901,231
7,754
 Undistributed Expenses(2)
9,254,404
9,840,742
10,375,307
10,451,198
8,184
 Gross Operating Profit
$12,505,065
$15,909,535
$19,820,039
$19,260,489
$15,083
 Total Fixed Charges
2,391,860
1,903,115
2,123,186
2,123,186
1,663
 Net Operating Income
$10,113,205
$14,006,420
$17,696,853
$17,137,303
$13,420
 FF&E(3)
1,221,152
1,400,794
1,609,851
1,584,517
1,241
 Net Cash Flow
$8,892,053
$12,605,626
$16,087,002
$15,552,787
$12,179
(1)
U/W Occupancy adjusted for individual Larkspur Landing Properties.
(2)
The Larkspur Landing Properties do not have a franchise agreement or associated fee.  An adjustment was made to U/W Undistributed Expenses for each Larkspur Landing Property to achieve a minimum combined marketing, management, and franchise expense equal to 10.5% of total revenue, resulting in an aggregate U/W marketing, management, and franchise expense equal to 11.1% of total revenue.
(3)
An FF&E reserve of 4.0% of total revenue was applied to each of the historical cash flows and the U/W cash flow.
 
Property Management.    The Larkspur Landing Properties are managed by Larkspur Hotel Management Company, LLC.  Larkspur Hotel Management Company, LLC is an affiliate of Larkspur Hotels and Restaurants (“Larkspur H&R”).  Larkspur H&R was established in 1996 and, in addition to managing the 11 Larkspur Landing Properties, owns and manages a portfolio of two additional hotels located in California.
 
Lockbox / Cash Management.    The Larkspur Landing Loan is structured with a hard lockbox and springing cash management. In place cash management is required upon (i) an event of default, (ii) the failure by the borrowers after the end of two consecutive calendar quarters to maintain a debt service coverage ratio of 1.25x until the debt service coverage ratio is at least equal to 1.35x for two consecutive calendar quarters, (iii) failure of the Sponsors to maintain a minimum net worth of $100.0 million until the Sponsors maintain the minimum net worth for two consecutive calendar quarters or (iv) the failure by the borrowers to renew or extend the term of any management or license agreement 12 months prior to the then applicable expiration date.
 
Initial Reserves.    At closing, the borrowers deposited $257,883 into a tax reserve account.
 
Ongoing Reserves.    On a monthly basis, the borrowers are required to deposit reserves of (i) 1/12 of the estimated annual real estate taxes, which currently equates to $125,683 into a tax reserve account and (ii) 1/12 of 4.0% of gross income from operations based on the previous calendar year which currently equates to $10,488 into an FF&E reserve account.  Additionally, the borrowers will be required to deposit monthly insurance reserves upon (i) an event of default, (ii) failure by the borrowers to maintain insurance under a blanket insurance policy, (iii) failure by the borrowers to pay annual insurance premiums in advance, or (iv) failure by the borrowers to provide evidence of a renewal policy two days prior to its then current expiration date.
 
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. 333-184376) 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.
 
 
91

 
 
California, Washington, Oregon
Collateral Asset Summary – Loan No. 8
Larkspur Landing Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$79,794,922
68.3%
1.73x
12.3%
 
Preferred Equity. E2M Partners has a preferred equity interest of $24.68 million in an indirect owner of the borrowers pursuant to which, until the Larkspur Landing Loan is paid in full, the preferred equity holder may not exercise redemption rights and the failure to pay the preferred equity holder a minimum return is not a default.  E2M Partners is a private equity fund manager with over $500 million of equity capital invested across multiple funds.
 
Partial Release.  Commencing on the payment date in January 2015, the borrowers have the right to obtain the release of one or more individual Larkspur Landing Properties in connection with the bona fide sale to a third-party of a Larkspur Landing Property provided, among others things, (i) no event of default has occurred or in place cash management is required, (ii) the borrowers pay  the applicable yield maintenance premium together with payment in an amount equal to the greatest of (a) with respect to the release of the first two Larkspur Landing Properties, (1) 85.0% of the net sales proceeds of each such Larkspur Landing Property to be released or (2) 115.0% of the allocated loan amount of such Larkspur Landing Property to be released and (b) with respect to the release of a Larkspur Landing Property after the release of the first two released Larkspur Landing Properties, (1) 90.0% of net sales proceeds of such Larkspur Landing Property to be released or (2) 120.0% of the allocated loan amount of such Larkspur Landing Property to be released, (iii) after giving effect to such release, (a) the debt yield is at least equal to the greater of 11.0% or the debt yield immediately prior to such release, (b) the loan-to-value ratio is not more than the lesser of 68.5% or the loan-to-value ratio immediately prior to such release  and (c) the debt service coverage ratio is not less than the greater of 1.70x or the debt service coverage ratio immediately prior to such release (provided, in the case of each of (iii) (a) through (c) above, the borrowers are permitted to make a prepayment in such amount that the remaining Larkspur Landing Properties will satisfy such requirements), and (iv) the Larkspur Landing Properties remain in compliance with REMIC requirements.
 
Substitution of Collateral.    None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
92

 
 
California, Washington, Oregon
Collateral Asset Summary – Loan No. 8
Larkspur Landing Hotel Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$79,794,922
68.3%
1.73x
12.3%
 
(MAP)
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
93

 
 
 
1400 M Street NW
Washington, DC 20005
Collateral Asset Summary – Loan No. 9
Westin Washington DC
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$73,703,095
52.6%
1.80x
12.9%
 
(GRAPHIC)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
94

 
 
1400 M Street NW
Washington, DC 20005
Collateral Asset Summary – Loan No. 9
Westin Washington DC
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$73,703,095
52.6%
1.80x
12.9%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Recapitalization
 
Property Type:
Full Service Hospitality
Sponsor:
DiamondRock Hospitality Limited
 
Collateral:
Fee Simple
 
Partnership
 
Location:
Washington, DC
Borrower:
DiamondRock DC M Street Owner,
 
Year Built / Renovated:
1981 / 2007
 
LLC
 
Rooms:
406
Original Balance:
$74,000,000
 
Property Management:
Crossroads Hospitality
Cut-off Date Balance:
$73,703,095
   
Management Company, LLC d/b/a
% by Initial UPB:
4.9%
   
Interstate Management Company,
Interest Rate:
3.9900%
   
L.L.C.
Payment Date:
6th of each month
 
Underwritten NOI:
$9,519,316
First Payment Date:
February 6, 2013
 
Underwritten NCF:
$8,451,155
Maturity Date:
January 6, 2023
 
“As-is” Appraised Value:
$140,000,000
Amortization:
300 months
 
“As-is” Appraisal Date:
December 3, 2012
Additional Debt:
None
 
“As Stabilized” Appraised Value(2):
$163,900,000
Call Protection:
L(26), D(89), O(5)
 
“As Stabilized” Appraisal Date(2):
December 4, 2015
Lockbox / Cash Management:
Hard / Springing
     
     
Historical NOI
Reserves(1)
 
Most Recent NOI:
$9,245,455 (T-12 January 31, 2013)
 
Initial
Monthly
 
2011 NOI:
$10,427,612 (December 31, 2011)
Taxes:
$730,620
$182,655  
 
2010 NOI:
$11,089,431 (December 31, 2010)
Insurance:
$0
Springing  
 
2009 NOI:
$10,889,188 (December 31, 2009)
FF&E:
$0
4% of prior month’s  
     
   
gross income  
 
Historical Occupancy
Required Repairs:
$1,178,100
NAP  
 
Current Occupancy:
74.3% (January 31, 2013)
PIP Reserve:
$9,842,995
Springing  
 
2011 Occupancy:
76.4% (December 31, 2011)
       
2010 Occupancy:
76.1% (December 31, 2010)
Financial Information
 
2009 Occupancy:
74.8% (December 31, 2009)
Cut-off Date Balance / Room:
 
$181,535
   
(1)   See “Initial Reserves” and “Ongoing Reserves” herein.
(2)   The “As Stabilized” cut-off date LTV is 45.0% based on achieving a stabilized occupancy of 78.0% with a stabilized ADR of $224.73.
 
Balloon Balance / Room:
 
$131,136
   
Cut-off Date LTV(2):
 
52.6%
   
Balloon LTV:
 
38.0%
   
Underwritten NOI DSCR:
 
2.03x
   
Underwritten NCF DSCR:
 
1.80x
   
Underwritten NOI Debt Yield:
 
12.9%
   
Underwritten NCF Debt Yield:
 
11.5%
   
 
 
 
 
Historical Occupancy, ADR, RevPAR(1)
 
Westin Washington DC Property
Competitive Set
Penetration Factor
Year
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
Occupancy
ADR
RevPAR
2008
74.3%
$195.34
$145.05
75.8%
$205.91
$156.02
98.0%
94.9%
93.0%
2009
74.8%
$183.77
$137.40
75.7%
$195.35
$147.88
98.8%
94.1%
92.9%
2010
76.1%
$186.50
$141.98
72.3%
$198.79
$143.78
105.3%
93.8%
98.7%
2011
76.4%
$196.30
$149.99
74.6%
$205.23
$153.07
102.4%
95.6%
98.0%
2012
73.2%
$193.80
$141.95
73.7%
$207.89
$153.21
99.4%
93.2%
92.6%
(1)
Source: Hospitality Research Report. The minor variances between the underwriting and the above table with respect to Occupancy, ADR and RevPAR at the Westin Washington DC Property are attributable to variances in reporting methodologies and/or timing differences.
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
95

 
 
1400 M Street NW
Washington, DC 20005
Collateral Asset Summary – Loan No. 9
Westin Washington DC
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$73,703,095
52.6%
1.80x
12.9%
 
Primary Competitive Set(1)
Property
# of Rooms
Year Opened
Meeting Space
(Sq. Ft.)
2011
Occupancy(2)
2011 ADR(2)
2011 RevPAR(2)
Westin Washington DC Property
406
1981
14,000
 
76.4%
$196.30
$149.99
Doubletree Washington
220
1972
9,000
 
75.0%
$180.00
$135.00
Hilton The Capital
544
1943
35,000
 
80.0%
$215.00
$172.00
Loews Madison Hotel
353
1963
9,232
 
73.0%
$208.00
$151.84
Westin Grand Washington DC
267
1984
12,000
 
76.0%
$215.00
$163.40
Crowne Plaza The Hamilton
318
1922
6,700
 
73.0%
$190.00
$138.70
(1)
Source: Appraisal, hospitality research report.
(2)
2012 Occupancy, ADR and RevPAR are not available for the individual properties of the competitive set.
 
The Loan.  The Westin Washington DC loan (the “Westin Washington DC Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 406-room, full service hotel located at 1400 M Street NW in Washington, DC (the “Westin Washington DC Property”) with an original principal balance of $74.0 million. The Westin Washington DC Loan has a 10-year term and amortizes on a 25-year schedule. The Westin Washington DC Loan accrues interest at a fixed rate equal to 3.9900% and has a cut-off date balance of approximately $73.7 million. Loan proceeds were used to recapitalize the sponsor for purchasing the Westin Washington DC Property in July 2012 as part of a four-hotel acquisition. Based on the “As-is” appraised value of $140.0 million as of December 3, 2012, the cut-off date LTV is 52.6%. Based on the “As Stabilized” appraised value of $163.9 million as of December 4, 2015, the “As Stabilized” cut-off date LTV is 45.0%. Prior to the sponsor’s acquisition of the Westin Washington DC Property in July 2012, the most recent prior financing of the Westin Washington DC Property was included in the JPMCC 2011-CCHP transaction.
 
Sources and Uses
Sources
Proceeds
 
% of Total
 
Uses
Proceeds
 
% of Total
Loan Amount
$74,000,000
 
44.0%
 
Purchase Price(1)
$155,000,000
 
92.2%
Sponsor Equity
$94,078,644
 
56.0%
 
Reserves
$11,751,714
 
7.0%
         
Closing Costs
$1,326,930
 
0.8%
Total Sources
$168,078,644
 
100.0%
 
Total Uses
$168,078,644
 
100.0%
(1)
The purchase price of $155.0 million ($381,773 per room) represents the allocated purchase price of the Westin Washington DC Property from a four-property portfolio.
 
The Borrower / Sponsor.    The borrower, DiamondRock DC M Street Owner, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The operating lessee, DiamondRock DC M Street Tenant, LLC, an affiliate of the borrower which operates the Westin Washington DC Property pursuant to an operating lease from the borrower, 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 DiamondRock Hospitality Limited Partnership.
 
DiamondRock Hospitality Limited Partnership is the operating partnership of DiamondRock Hospitality Company (“DRH”). DRH is a publicly traded lodging-focused real estate company, headquartered in Bethesda, Maryland, that operates as a real estate investment trust. As of September 2012, DRH owns a portfolio of 27 hotels and resorts containing 11,868 guest rooms throughout 18 cities in the United States and US Virgin Islands. Each of its hotels is managed by a third party and most are operated under a brand owned by lodging companies, such as Marriott International, Inc., Starwood Hotels & Resorts Worldwide, Inc. or Hilton Worldwide.
 
The Property.  The Westin Washington DC Property is a 13-story, 406-room full service hotel located near Thomas Circle in downtown Washington, DC. Built in 1981, the Westin Washington DC Property underwent a $49.6 million renovation in 2007, which included upgrades to the guest rooms. From 2005 to 2012, there have been a total of approximately $50.8 million ($125,086 per room) in refurbishments. The sponsor purchased the Westin Washington DC Property in July 2012 as part of a four-property portfolio, and is planning $8.9 million of PIP renovations (for which approximately $9.8 million was reserved in escrow), including upgrades to guest rooms, the lobby and meeting rooms. The room mix consists of 234 standard king rooms, 165 double queen rooms and seven one-bedroom king suites.  The Westin Washington DC Property also has three food and beverage outlets, including 1400 North, a 140-seat full service restaurant, approximately 14,101 sq. ft. of meeting space throughout 10 rooms, a gift shop, fitness center and a business center.  In addition, there is a three-level parking garage beneath the Westin Washington DC Property, with 155 parking spaces. Many hotels in the Washington, DC area have limited to no hotel parking designations.
 
   
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
96

 
 
1400 M Street NW
Washington, DC 20005
Collateral Asset Summary – Loan No. 9
Westin Washington DC
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$73,703,095
52.6%
1.80x
12.9%
 
Environmental Matters. The Phase I environmental report dated December 12, 2012 recommended no further action at the Westin Washington DC Property, other than the continued implementation of the asbestos operations and maintenance plan that was developed in 2005 as a result of the Westin Washington DC Property being constructed in 1981.
 
The Market.     The Westin Washington DC Property is located along M Street, in the northwestern part of downtown Washington, DC. The immediate area is a dense mixed use urban area, and the overall neighborhood is fully built-out with no material levels of vacant land available for future development, with the exception of an old convention center site located north of the Westin Washington DC Property. There are numerous arterials that serve the local market area, including Pennsylvania Avenue, K and M Streets, New Hampshire Avenue and Rock Creek Parkway. Demand in the market is driven mainly by commercial travelers (48.7%), followed by meeting and group (29.7%), leisure (15.8%), and then government (5.8%) travelers. The Westin Washington DC Property is located in the East End office submarket of Washington, DC, which has a wide variety of office tenants and commercial demand generators. Additionally, the Washington, DC convention center provides the primary source of demand in the region for the meeting and group segmentation of travelers.
 
The appraiser determined the Washington, DC hotel market to be well-positioned for future growth over the long term. The area’s steady increase in transient and tourism volume, combined with the Washington, DC convention center has reaffirmed Washington, DC as a top-tier meeting and convention market and one of the country’s premier urban hospitality markets. According to a hospitality research report, the 2013 Washington, DC RevPAR is expected to grow by 5.4%.
 
Cash Flow Analysis.
 
Cash Flow Analysis
   
2009
2010
2011
T-12 1/31/2013
U/W
U/W
per Room
Occupancy(1)
 
         74.8%
         76.2%
76.3%
74.3%
74.3%
 
ADR(1)
 
            $184.91
          $185.60
$196.49
$194.34
$194.34
 
RevPAR(1)
 
$138.25
$141.42
$149.99
$144.41
$144.41
 
               
Room Revenue
 
$20,487,071
$20,957,496
$22,226,838
$21,458,999
$21,400,368
$52,710
F&B Revenue
 
5,471,962
5,454,669
4,792,990
3,989,150
3,978,251
9,799
Other Revenue
 
1,383,472
1,251,611
1,296,021
1,329,044
1,325,413
3,265
Total Revenue
 
$27,342,505
$27,663,776
$28,315,849
$26,777,193
$26,704,031
$65,773
Operating Expenses
 
7,305,868
7,350,412
7,831,227
7,475,788
7,455,362
18,363
Undistributed Expenses
 
5,843,935
6,189,271
7,008,605
7,152,351
7,132,809
17,568
Gross Operating Profit
 
$14,192,702
$14,124,093
$13,476,017
$12,149,054
$12,115,860
$29,842
Total Fixed Charges
 
3,303,515
3,034,662
3,048,405
2,903,599
2,823,848
6,955
Hurricane Sandy Adjustment(2)
 
0
0
0
0
(227,305)
(560)
Net Operating Income
 
$10,889,188
$11,089,431
$10,427,612
$9,245,455
$9,519,316
$23,447
FF&E
 
1,093,700
1,106,551
1,132,634
1,071,088
1,068,161
2,631
Net Cash Flow
 
$9,795,487
$9,982,880
$9,294,978
$8,174,367
 $8,451,155
$20,816
               
(1)
The minor variances between the Cash Flow Analysis chart above and other references to Occupancy, ADR and RevPAR at the Westin Washington DC Property are attributable to variances in reporting methodologies and/or timing differences.
(2)
In order to normalize cash flows due to losses occurred as a result of Hurricane Sandy, an adjustment was applied to the underwriting. According to the sponsor, the Westin Washington DC Property had approximately $205,000 of transient room revenue and $105,000 of group room revenue cancelled from October 26, 2012 to November 7, 2012. The Hurricane Sandy adjustment assumes credit for 100.0% of the lost group revenue ($105,000) and only 80.0% of the lost transient revenue ($164,000), for a total revenue adjustment of $269,000. In addition, $41,695 of expenses, which represents 15.5% of the total revenue adjustment, was included to account for expense savings that may have occurred. The 15.5% expense adjustment is based on the 4.0% FF&E reserve, 1.5% management fee and 10.0% assumption to cover miscellaneous savings. The total revenue adjustment less the expense adjustment is $227,305.
 
Property Management.    The Westin Washington DC Property is managed by Crossroads Hospitality Management Company, LLC d/b/a Interstate Management Company, L.L.C., pursuant to a management agreement with the operating lessee. Crossroads Hospitality Management Company, LLC is not an affiliate of the borrower, the operating lessee or the sponsor.
 
Lockbox / Cash Management.    The Westin Washington DC Loan is structured with a hard lockbox and springing cash management. All rents and other payments are required to be deposited directly into a clearing account controlled by lender. Until a Blocked Account
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
97

 
 
1400 M Street NW
Washington, DC 20005
Collateral Asset Summary – Loan No. 9
Westin Washington DC
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$73,703,095
52.6%
1.80x
12.9%
 
Period (as defined below) commences, the clearing account can be accessed by the property manager (or another independent third party manager approved by the lender) to pay operating expenses at the Westin Washington DC Property and make deposits into the manager FF&E reserve. After payment of operating expenses and FF&E reserve deposits, the property manager is required to remit all remaining funds from the clearing account (less reasonable working capital reserves permitted to be retained under the management agreement) into a cash management account controlled by the lender. During the occurrence of a Blocked Account Period, the property manager’s access to the clearing account will cease, and all amounts on deposit in the clearing account will be swept daily into the cash management account.
 
Additionally, all excess cash remaining in the cash management account, after payment of all monthly debt service amounts and reserve requirements, will be remitted to the borrower. During the continuance of a Trigger Period (as defined below), all remaining funds in the cash management account are deposited into a cash collateral account controlled by lender as additional security for the Westin Washington DC Loan.
 
A “Blocked Account Period” will begin from and after (a) the lender provides written notice to the borrower that the lender has accelerated the debt following an event of default, and (b) the lender commences foreclosure proceedings under the mortgage by delivering to the borrower a written notice of sale under applicable law.
 
A “Trigger Period” will begin upon the occurrence of (i) an event of default or (ii) the debt service coverage ratio falls below 1.15x on the last day of any calendar quarter, and will end upon (a) with respect to clause (i), the date the event of default has been cured or (b) with respect to clause (ii), (1) the debt service coverage ratio is 1.20x for at least two consecutive calendar quarters or (2) the borrower delivers U.S. Treasuries or other defeasance-eligible collateral in such amount that the DSCR for the Westin Washington DC Loan is at least 1.20x (and such collateral will remain in a lender controlled account as additional security for the Westin Washington DC Loan).
 
Initial Reserves.    At closing, the borrower deposited (i) $730,620 into a tax reserve account, (ii) $1,178,100 into an immediate repair account, representing 110.0% of the estimated cost for immediate repairs as identified in the engineering report and (iii) $9,842,995 into a PIP reserve, representing 110.0% of the estimated planned PIP renovation cost.
 
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 $182,655, into a tax reserve account and (ii) 4.0% of the prior month’s gross revenues. If the borrower elects to complete additional PIP work that is not already required per the Westin Washington DC Loan documents, the borrower is required to deposit into the PIP Reserve 110.0% of the estimated cost of such additional PIP work. In addition, if an acceptable blanket insurance policy is no longer in place, the borrower is required to make monthly deposits equal to 1/12 of the estimated annual insurance premium into the insurance account.
 
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. 333-184376) 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.
 
 
98

 
 
1400 M Street NW
Washington, DC 20005
Collateral Asset Summary – Loan No. 9
Westin Washington DC
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$73,703,095
52.6%
1.80x
12.9%
 
(MAP)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
99

 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
 
(GRPPHIC)
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
100

 
 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
               
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Acquisition
 
Property Type:
Anchored Retail
Sponsor:
Inland Diversified Real Estate Trust,
 
Collateral:
Fee Simple
 
Inc.
 
Location:
Las Vegas, NV
Borrower:
Inland Diversified Las Vegas
 
Year Built / Renovated:
2002 / NAP
 
Centennial Center, L.L.C.
 
Total Sq. Ft.:
846,493
Original Balance:
$70,455,000
 
Property Management:
Inland Diversified Real Estate Services, LLC
Cut-off Date Balance:
$70,455,000
 
Underwritten NOI:
$8,120,245
% by Initial UPB:
4.7%
 
Underwritten NCF:
$7,718,996
Interest Rate:
3.8315%
 
Appraised Value:
$132,000,000
Payment Date:
6th of each month
 
Appraisal Date:
November 8, 2012
First Payment Date:
February 6, 2013
     
Maturity Date:
January 6, 2023
 
Historical NOI
Amortization:
Interest Only
 
Most Recent NOI:
$7,635,400 (T-12 October 31, 2012)
Additional Debt:
None
 
2011 NOI:
$7,472,866 (December 31, 2011)
Call Protection:
L(49), YM1(67), O(4)
 
2010 NOI:
$7,787,864 (December 31, 2010)
Lockbox / Cash Management:
Hard / Springing
 
2009 NOI:
$7,620,370 (December 31, 2009)
         
Reserves(1)
 
Historical Occupancy
 
Initial
Monthly  
 
Current Occupancy:
95.2% (October 31, 2012)
Taxes:
$0
Springing   
 
2011 Occupancy:
91.7% (December 31, 2011)
Insurance:
$0
Springing   
 
2010 Occupancy:
89.9% (December 31, 2010)
Replacement:
$0
Springing   
 
2009 Occupancy:
90.2% (December 31, 2009)
TI/LC(2):
$764,938
Springing   
 
(1)
See “Initial Reserves” and “Ongoing Reserves” herein.
     
(2)

(3)
TI/LC reserves include certain anchor and major tenant specific reserves.  See “Initial Reserves” and “Ongoing Reserves” herein.
Underwritten NOI DSCR and underwritten NCF DSCR are based on interest only debt service payment.  Based on a 30-year amortization schedule the underwritten NOI and underwritten NCF DSCR are 2.05x and 1.95x, respectively.
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
$83
   
Balloon Balance / Sq. Ft.:
$83
   
Cut-off Date LTV:
53.4%
       
Balloon LTV:
53.4%
       
Underwritten NOI DSCR(3):
2.97x
       
Underwritten NCF DSCR(3):
2.82x
       
Underwritten NOI Debt Yield:
11.5%
       
Underwritten NCF Debt Yield:
11.0%
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
101

 
 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
 
Tenant Summary
 Tenant Mix
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total
Sq. Ft.
Lease 
Expiration
Annual U/W
Base Rent
PSF
Sales
   PSF(2)
Occupancy Cost 
(% of Sales)(3)
               
 Anchor Tenants
             
 WalMart Supercenter(4)
AA/Aa2/AA
210,751
24.9%
10/31/2020
  $2.37
 NAP
NAP
 Sam’s Club(4)
AA/Aa2/AA
137,881
16.3%
10/31/2020
  $2.44
 NAP
NAP
 Home Depot USA, Inc.(4)
A-/A3/A-
131,858
15.6%
1/31/2031
  $3.78
 NAP
NAP
 Total Anchor Tenants
 
480,490
56.8%
 
  $2.78
NAP
NAP
               
 Major Tenants (> 10,000 sq. ft.)
             
 Big Lots
NR/NR/BBB-
33,432
3.9%
1/31/2020
$11.50
NAP
NAP
 Ross Stores, Inc.
NR/NR/BBB+
30,094
3.6%
1/31/2017
$15.00
$254
6.8%
 Michaels Stores, Inc.
NR/B3/B
23,795
2.8%
2/28/2017
$15.95
 NAP
NAP
 OfficeMax
NR/B2/B-
23,364
2.8%
8/31/2016
$14.00
 NAP
NAP
 Petco
NR/B3/B
15,709
1.9%
1/31/2022
$19.79
$212
10.8%
 Party City Corp.
NR/NR/B
11,453
1.4%
1/31/2018
$20.44
$168
14.2%
 Rhapsodielle
NR/NR/NR
10,471
1.2%
8/31/2013
$18.00
 NAP
NAP
 Famous Footwear
NR/NR/NR
10,017
1.2%
10/31/2016
$22.08
$161
15.9%
 Total Major Tenants
 
158,335
18.7%
 
$15.77
$216
10.3%
               
 Remaining Tenants
             
 In-line (<10,000 sq. ft.)
 
166,901
19.7%
 
$28.64
$291
12.7%
 Total Remaining Tenants
 
166,901
19.7%
 
$28.64
$291
12.7%
               
 Total Occupied Collateral
 
805,726
95.2%
       
               
 Vacant
 
40,767
4.8%
       
 Total
 
846,493
100.0%
       
               
(1)
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(2)
Sales PSF provided by the borrower as of November 1, 2012 and only include tenants that reported sales for a minimum of 12 months (20.9% of in-line net rentable area).  In-line sales shown above include restaurant tenants.  WalMart Supercenter, Sam’s Club and Home Depot USA, Inc. are not required to report sales; however, third party research indicates that these stores are performing in line or above their respective state and national averages.
(3)
Occupancy Cost (% of Sales) based on Annual U/W Base Rent PSF and expense recoveries as of October 31, 2012.
(4)
WalMart Supercenter, Sam’s Club and Home Depot USA, Inc. are subject to ground leases and pay ground rent and common area maintenance to the borrower.  The ground leases for both WalMart Supercenter and Sam’s Club contain 12 automatic five-year extensions unless the tenant delivers notice of termination 90 days prior to its then applicable lease expiration date.  The ground lease for Home Depot USA, Inc. contains one 10-year and two five-year extension options exercisable not less than 12 months prior to the expiration of the current term.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
102

 
 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
 
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%
 
2013
  7
 
23,434
 
2.8%
 
23,434
 
2.8%
 
$23.60
 
6.4%
 
6.4%
 
2014
  2
 
5,058
 
0.6%
 
28,492
 
3.4%
 
$30.01
 
1.8%
 
8.2%
 
2015
      2
 
1,704
 
0.2%
 
30,196
 
3.6%
 
$42.04
 
0.8%
 
9.0%
 
2016
      8
 
46,234
 
5.5%
 
76,430
 
9.0%
 
$20.00
 
10.7%
 
19.8%
 
2017
    18
 
99,986
 
11.8%
 
176,416
 
20.8%
 
$21.56
 
25.0%
 
44.8%
 
2018
      9
 
43,897
 
5.2%
 
220,313
 
26.0%
 
$22.80
 
11.6%
 
56.4%
 
2019
      3
 
15,864
 
1.9%
 
236,177
 
27.9%
 
$33.40
 
6.2%
 
62.6%
 
   2020(2)
      3
 
382,064
 
45.1%
 
618,241
 
73.0%
 
$3.20
 
14.2%
 
76.7%
 
2021
      0
 
0
 
0.0%
 
618,241
 
73.0%
 
$0.00
 
0.0%
 
76.7%
 
2022
      5
 
35,225
 
4.2%
 
653,466
 
77.2%
 
$25.28
 
10.3%
 
87.1%
 
2023
      1
 
3,500
 
0.4%
 
656,966
 
77.6%
 
$25.85
 
1.1%
 
88.1%
 
Thereafter
      4
 
148,760
 
17.6%
 
805,726
 
95.2%
 
$6.87
 
11.9%
 
100.0%
 
Vacant
NAP
 
40,767
 
 4.8%
 
846,493
 
100.0%
 
NAP
 
NAP
     
Total / Wtd. Avg.
    62
 
846,493
 
100.0%
         
$10.69
 
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)
Leases expiring in 2020 include the WalMart Supercenter ground lease, the Sam’s Club ground lease and the Big Lots ground lease.  The WalMart Supercenter and Sam’s Club ground leases have 12 automatic five-year extensions unless the tenant delivers notice of the termination 90 days prior to the then applicable lease expiration date.  The Big Lots ground lease has three, five-year extensions upon providing notice four months prior to the then applicable lease expiration date.
 
The Loan.  The Centennial Center loan (the “Centennial Center Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 846,493 sq. ft., 31-building anchored retail power center located in Las Vegas, Nevada (the “Centennial Center Property”) with an original principal balance of approximately $70.5 million.  The Centennial Center Property is anchored by WalMart Supercenter, Sam’s Club and Home Depot USA, Inc.  The Centennial Center Loan accrues interest at a fixed rate equal to 3.8315% and has a cut-off date balance of approximately $70.5 million.  The Centennial Center Loan has a 10-year term and interest only payments for the term of the loan.  Loan proceeds along with approximately $56.8 million of equity from the sponsor were used to acquire the property for approximately $126.3 million and fund reserves and closing costs.  Based on the appraised value of $132.0 million as of November 8, 2012, the cut-off date LTV is 53.4%.  Centennial Center was built in two phases with the first phase consisting of 355,457 sq. ft. of the total 846,493 sq. ft. that serves as collateral for the Centennial Center Loan.  A loan collateralized by the property consisting of the first phase of the Centennial Center Property was included in the GECMC 2003-C1 transaction.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total   
Loan Amount
$70,455,000
56.0%
 
Purchase Price(1)
$126,282,725
99.2%   
Sponsor Equity
$56,771,470
44.0%
 
Reserves
$764,938
0.6%   
       
Closing Costs
$178,807
0.1%   
Total Sources
$127,226,470
100.0%
 
Total Uses
$127,226,470
100.0%   
(1)
The gross purchase price of the Centennial Center Property is approximately $128.1 million.  The purchase price is shown net of a leasing commission holdback negotiated between the borrower and the seller.
 
The Borrower / Sponsor.  The borrower, Inland Diversified Las Vegas Centennial Center, L.L.C., 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 Inland Diversified Real Estate Trust, Inc. (the “Sponsor”).  Inland Diversified Las Vegas Centennial Center, L.L.C. is wholly-owned by Inland Territory, L.L.C., which is 79.4% owned and managed by Inland Diversified Real Estate Trust, Inc.  The remaining 20.6% is owned by the seller of the Centennial Center Property (and other properties sold to borrower affiliates) through membership interests in Inland Territory, L.L.C., which ownership interest was retained by the seller (and its affiliates) for tax purposes.  The Centennial Center Property was part of a larger portfolio acquisition by the Sponsor of six properties with a total purchase price of approximately $294.5 million.  The allocated purchase price of the Centennial Center Property was approximately $126.3 million.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
103

 
 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
 
The Sponsor is owned by Inland Real Estate Corporation (“IRC”, NYSE: IRC), which is a self-administered, self-managed real estate investment trust (REIT) that owns and operates neighborhood, community, power and lifestyle retail centers and single-tenant retail properties located primarily in the mid-western United States.  As of September 30, 2012, IRC owned interests in 150 properties with aggregate leasing space of 15 million sq. ft.  Inland Real Estate Corporation is part of The Inland Real Estate Group of Companies, Inc., one of the nation’s largest commercial real estate and finance groups employing more than 1,400 people.  The Inland Real Estate Group of Companies, Inc. owns and manages over 115 million sq. ft. of commercial real estate in 47 states.
 
The Property.  The Centennial Center Property consists of a 31-building anchored retail power center containing 846,493 sq. ft. of total leasable area.  Located at the southwest corner of 215 Beltway and US Highway 95, approximately 11.5 miles northwest of the Las Vegas Strip, the Centennial Center Property benefits from daily traffic counts of approximately 107,000 cars.  The Centennial Center Property is accessible through two major arterials, Centennial Center Boulevard and West Tropical Parkway, with two major freeways, US Highway 95 and 215 Beltway, providing property visibility.
 
As of November 1, 2012, in-line tenants in occupancy that reported sales for a minimum of 12 months (20.9% of the in-line net rentable area) reported annual sales of $291 PSF with an occupancy cost of 12.7%.  As of October 31, 2012, the Centennial Center Property was 95.2% occupied based on total square footage.
 
The Centennial Center Property contains three anchor tenants including WalMart Supercenter, Sam’s Club and Home Depot USA, Inc.  Major tenants include Big Lots, Ross Stores, Inc., Michaels Stores, Inc., OfficeMax, Petco, Party City Corp., Rhapsodielle and Famous Footwear.  The Centennial Center Property is occupied by 51 additional in-line tenants, none of which occupy more than 1.0% of the total net rentable area.  In-line tenant sales at the Centennial Center Property have increased year-over-year since 2010 as shown in the table below.
 
Historical Sales PSF(1)
 
2009
2010
2011
T-12 10/31/2012
T-12 10/31/2012
Occupancy Cost
Ross Stores, Inc.
$244
$240
$260
$254
6.8%
Petco
$209
$201
$197
$212
10.8%
Party City Corp.
$163
$158
$169
$168
14.2%
Famous Footwear
$149
$164
$157
$161
15.9%
           
All In-line Tenants(2)
$274
$256
$276
$291
12.7%
(1)
WalMart Supercenter, Sam’s Club and Home Depot USA, Inc. are not required to report sales; however, third party research indicates that these stores are performing in line or above their respective state and national averages.
(2)
In-line tenant sales include all tenants less than 10,000 sq. ft. that have been in occupancy and reported sales for a minimum of 12 months (20.9% of in-line NRA).  In-line tenant sales shown above include restaurant tenants.
 
Environmental Matters.  The Phase I environmental report dated November 4, 2012 recommended no further action at the Centennial Center Property.
 
The Market.  The Centennial Center Property is located in Las Vegas, Nevada at the southwest corner of 215 Beltway and US Highway 95, approximately 11.5 miles northwest of the Las Vegas Strip in the Northwest Las Vegas submarket.  The Centennial Center Property is the primary commercial development in the area with a trade area expanding approximately three miles around the center.  The immediate market area has significant residential development, with concentrations of commercial development along arterial streets and freeways.  As of 2010, the population in the three-mile trade area was 94,761 and the current average household income in the three-mile trade area is $89,213.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
104

 
 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
 
The appraiser analyzed a set of five competitive anchored retail centers within the region of the Centennial Center Property.  The comparables have occupancies ranging from 91.1% to 100.0% with a weighted average occupancy of 95.1%.  The appraiser’s competitive set compared to the Centennial Center Property is detailed below:
 
Competitive Set (1)
 
Name
Centennial Center
Property
 
Montecito Marketplace
Cheyenne
Commons
Crossroads
Towne Center
McCarren
Marketplace
Eastgate
 
Distance from Subject
NAP
 
4.1 miles
4.5 miles
6.1 miles
23.9  miles
26.7 miles
 
Year Built
2002
 
2006
1993
2007
2007
1998
 
Total Occupancy
95.2%
 
100.0%
95.0%
98.0%
94.0%
91.1%
 
Size (Sq. Ft.)
846,493
 
190,434
366,326
390,725
450,956
370,378
 
(1)
Source: Appraisal
 
Cash Flow Analysis.
 
Cash Flow Analysis
 
 
2010
2011
T-12 10/31/2012
U/W
U/W PSF
 
 Base Rent(1)
        $8,416,474
        $7,993,630
        $8,190,040
        $8,612,678
$10.17
 
 Value of Vacant Space
0
0
0
1,214,907
1.44
 
 Gross Potential Rent
        $8,416,474
        $7,993,630
   $8,190,040
        $9,827,585
$11.61
 
 Total Recoveries
           1,175,232
       1,350,796
        1,380,498
         1,458,092
1.72
 
 Total Other Income
         81,195
          81,271
          61,978
71,327
0.08
 
 Less: Vacancy & Credit Loss(2)
             0
             0
             0
        (1,214,907)
(1.44)
 
 Effective Gross Income
$9,672,901
$9,425,696
$9,632,516
$10,142,097
$11.98
 
 Total Operating Expenses
1,885,037
1,952,830
1,997,116
2,021,852
2.39
 
 Net Operating Income
$7,787,864
$7,472,866
$7,635,400
$8,120,245
$9.59
 
 TI/LC(3)
0
0
0
             231,949
0.27
 
 Capital Expenditures
0
0
0
169,299
0.20
 
 Net Cash Flow
 $7,787,864
 $7,472,866
 $7,635,400
 $7,718,996
$9.12
 
             
(1)
U/W Base Rent includes $156,137 in contractual rent steps through February 2014, $46,433 of averaged rent over the loan term for Home Depot USA, Inc., and $159,320 in downward mark-to-market adjustments.  Additionally, U/W Base Rent includes $713,432 of rent for seven leases which were executed in the second half of 2012.
(2)
U/W Vacancy & Credit Loss of 10.7% of gross income is based on the current economic vacancy at the Centennial Center Property.  The current physical vacancy at the Centennial Center Property is 4.8%.
(3)
U/W TI/LC based on appraiser’s conclusions and equates to $0.66 PSF excluding the WalMart Supercenter, Sam’s Club and Home Depot USA, Inc. ground leased spaces.
 
Property Management.  The Centennial Center Property is managed by Inland Diversified Real Estate Services, LLC, a borrower affiliate.
 
Lockbox / Cash Management.  The Centennial Center Loan is structured with a hard lockbox and springing cash management.  In-place cash management is required upon (i) the commencement of any Cash Trap Period or (ii) the failure by the borrower after the end of two consecutive calendar quarters to maintain a debt service coverage ratio of 1.35x, and ends upon (A) the termination of a Cash Trap Period (with regard to (i) above) or (B) when the debt service coverage ratio is at least equal to 1.45x for two consecutive calendar quarters (with regard to (ii) above).
 
A “Cash Trap Period” commences upon (i) an event of default, (ii) a bankruptcy action by a Significant Tenant or (iii) if a Significant Tenant vacates or goes dark.  “Significant Tenant” means any of WalMart Supercenter, Sam’s Club, Home Depot USA, Inc. or any replacement tenant thereof.  Notwithstanding the foregoing, if a Cash Trap Period is caused by either of (ii) or (iii) above, then the Cash Trap Period will terminate (1) once there is accumulated in the reserve account an amount equal to the square footage of the affected premises (which includes the square footage of any tenant that exercises a co-tenancy provision related to the Significant Tenant going dark), multiplied by $10.00 or (2) if the borrower delivers a payment guaranty signed by the Sponsor in an amount equal to the square footage of the affected premises (which includes the square footage of any tenant that is exercising a co-tenancy provision related to the Significant Tenant going dark), multiplied by $10.00.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
105

 
 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
 
Initial Reserves.  At closing the borrower deposited $764,938 in connection with outstanding tenant improvements for recently executed leases with six tenants, including Big Lots and Party City Corp.
 
Ongoing Reserves.  The borrower will be required to deposit monthly tax reserves upon (i) an event of default or (ii) failure by the borrower to deliver evidence that all taxes have been paid to the appropriate public office within 10 days after the date such taxes become due and prior to the date such taxes become delinquent.  The borrower will be required to deposit monthly insurance reserves upon (i) an event of default or (ii) failure by the borrower to deliver a certificate of insurance of any renewed policy with respect to the Centennial Center Property.  The borrower will be required to deposit monthly replacement reserves of $14,611 upon an event of default.
 
The borrower will be required to deposit monthly rollover reserves of $36,478 upon (i) an event of default, (ii) a decrease in the occupancy rate below 85.0% or (iii) the failure of the borrower to maintain debt service coverage of at least 1.90x until such time as all three conditions are again satisfied.  If the debt yield is at least 9.0% for two consecutive calendar quarters and if monthly rollover reserves were deposited as a result of clause (ii) or (iii) above, the borrower will no longer be required to deposit monthly rollover reserves so long as there is no continuing (i) Cash Trap Period or (ii) event of default.  Additionally, if, by the payment date in August 2020 either Anchor Tenant has notified the borrower of its intent not to renew or extend its lease then all excess cash flow shall be deposited into the rollover reserve account until the Anchor Tenants have renewed their respective leases or are replaced by acceptable replacement tenants.  For purposes of this “Ongoing Reserves” section, “Anchor Tenant” means either of WalMart Supercenter or Sam’s Club.
 
Anchor Tenant Rollover Reserve.  The borrower will be required to make monthly reserve deposits in the amount of $123,693 into an Anchor Tenant Rollover Reserve account commencing on the payment date in February 2020 until each Anchor Tenant has exercised its right to extend or renew its lease or such tenant has been replaced.  Funds will be released for approved leasing expenses in connection with a renewal or replacement lease.  “Anchor Tenants” include WalMart Supercenter and Sam’s Club.
 
Major Tenant Rollover Reserve.  The borrower will be required to make monthly reserve deposits in the amount of $27,860 into a Major Tenant Rollover Reserve account commencing on the first payment date occurring after the commencement of a Major Tenant Rollover Reserve Event until, with respect to each related Major Tenant, the earlier of (i) such Major Tenant has  exercised its right to extend or renew its lease, (ii) the amount of funds is equal to the square footage of the space related to such Major Tenant multiplied by $10.00, or (iii) a lease to an acceptable replacement tenant has been executed.  Funds will be released for approved leasing expenses in connection with a renewal or replacement lease.
 
A “Major Tenant Rollover Reserve Event” occurs at the earlier of (a) the date that a Major Tenant notifies the borrower that it is terminating its lease prior to expiration, (b) the payment date occurring in September 2016 if Ross Stores, Inc. has not yet extended the term of its lease, (c) the payment date occurring in October 2016 if Michaels Stores, Inc. has not yet extended the term of its lease, (d) the payment date in April 2016 if OfficeMax has not extended the term of its lease, (e) the payment date in November 2019 if Big Lots has not extended the term of its lease, (f) the date that any Major Tenant becomes the subject of a bankruptcy action or (g) the date any Major Tenant “goes dark”.  For purposes of this “Ongoing Reserves” section, “Major Tenant” means any of Ross Stores, Inc., Michaels Stores, Inc., OfficeMax, or Big Lots.
 
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. 333-184376) 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.
 
 
106

 
 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
 
(MAP)
 
Site plan based on information provided by the borrower.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
107

 
 
5930 Centennial Center Boulevard
Las Vegas, NV 89149
Collateral Asset Summary – Loan No. 10
Centennial Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$70,455,000
53.4%
2.82x
11.5%
 
(MAP)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
108

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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109

 
 
 
Washington, DC
Alexandria, VA
Vienna, VA
 
Collateral Asset Summary – Loan No. 11
DC Mixed Use Portfolio III
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$63,607,758
66.4%
1.47x
8.9%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Portfolio of 11 Properties
Loan Purpose(1):
Refinance
 
Property Type:
Office / Retail
Sponsor:
Norman Jemal; Douglas Jemal
 
Collateral:
Fee Simple
Borrower(2):
Various
 
Location:
Virginia; Washington, DC
Original Balance:
$63,800,000
 
Year Built / Renovated(6):
1850-1984 / Various
Cut-off Date Balance:
$63,607,758
 
Total Sq. Ft.:
165,989
% by Initial UPB:
4.3%
 
Property Management:
Douglas Development Corp.
Interest Rate:
3.9665%
 
Underwritten NOI(7):
$5,642,589
Payment Date:
6th of each month
 
Underwritten NCF(7):
$5,347,703
First Payment Date:
February 6, 2013
 
Appraised Value:
$95,800,000
Maturity Date:
January 6, 2023
 
Appraisal Date:
November 2012
Amortization:
360 months
     
Additional Debt:
None
 
Historical NOI(7)
Call Protection(3):
L(26), D(90), O(4)
 
Most Recent NOI:
$4,037,378 (T-12 September 30, 2012)
Lockbox / Cash Management:
Hard / In Place
 
2011 NOI:
$3,060,175 (December 31, 2011)
     
2010 NOI:
$3,166,923 (December 31, 2010)
Reserves
 
2009 NOI:
$2,918,969 (December 31, 2009)
 
Initial
Monthly
     
Taxes:
$350,000
$70,000  
 
Historical Occupancy(7)
Insurance:
$17,643
$1,764  
 
Current Occupancy:
95.5% (October 31, 2012)
Replacement:
$0
$3,873  
 
2011 Occupancy:
75.4% (December 31, 2011)
TI/LC(4):
$199,115
$20,749  
 
2010 Occupancy:
67.6% (December 31, 2010)
Required Repairs:
$80,406
NAP  
 
2009 Occupancy:
67.4% (December 31, 2009)
Other Reserves(5):
$1,509,935
Springing  
 
(1)   Loan proceeds along with $1.6 million of borrower equity were used for the refinance of 10 properties and acquisition of one property.
(2)   The properties are each owned by a limited liability company, structured to be bankruptcy remote each with at least one independent director in its organizational structure.  See Annex A-1 of the Free Writing Prospectus for each borrower name.
(3)   On any date after the expiration of the lockout period, the borrower may obtain the release of an individual property, provided, among other things, and subject to the terms in the loan documents including the satisfaction of DSCR and LTV tests, the borrower delivers defeasance collateral in an amount not less than 115% of the allocated loan amount of the property to be released.
(4)   At closing the borrower deposited a TI/LC reserve to be used for existing tenant improvement obligations owed to the Hewlett-Packard Company.
(5)   Other reserves include (i) $1,084,343 in reserves related to Living Social, (ii) $186,250 in an environmental reserve and (iii) $239,342 in rent reserves. An excess cash flow sweep will commence if Living Social (i) goes dark in 40.0% or more of its space, (ii) exercises any termination right (iii) is 30 or more days past due on rent or (iv) is the subject of a bankruptcy action.
(6)   Eight of the eleven properties were renovated between 2002 and 2012.
(7)   Historical NOI and Historical Occupancy increased as a result of a $9.3 million renovation and lease up of 4 of the 11 properties.  Current occupancy includes 28,594 sq. ft. of space leased to Living Social, 5,244 sq. ft. of which is currently unutilized and 4,694 sq. ft. of which is currently subleased to SweetGreen.
 
       
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
 
$383
   
Balloon Balance / Sq. Ft.:
 
$305
   
Cut-off Date LTV:
 
66.4%
   
Balloon LTV:
 
52.8%
   
Underwritten NOI DSCR:
 
1.55x
   
Underwritten NCF DSCR:
 
1.47x
   
Underwritten NOI Debt Yield:
 
8.9%
   
Underwritten NCF Debt Yield:
 
8.4%
   
         
         
         
         
         
         
         
         
TRANSACTION HIGHLIGHTS
 
§  
Location.  The DC Mixed Use Portfolio III properties are located within the greater Washington, DC metro area with nine properties located in Washington, DC and two properties located in Virginia.  Eight of the eleven properties are located in Washington, DC’s East End, north of the National Mall and west of North Capitol Street.  As of Q3 2012, the greater Washington, DC office and retail markets were 90.7% and 95.0% occupied, respectively.
§  
Diversified Tenancy. The DC Mixed Use Portfolio III properties are 95.5% leased to 38 tenants consisting of 53.8% office tenancy and 41.6% retail tenancy by net rentable area.  Credit tenants include Porsche (6.7% of NRA, 6.9% of U/W Annual Rent PSF, rated A-/A3/A- by Fitch/Moody’s/S&P) and Hewlett-Packard Company (3.4% of NRA, 4.0% U/W Annual Rent PSF, rated A-/Baa1/BBB+ by Fitch/Moody’s/S&P).
§  
Experienced Sponsorship.  Norman Jemal and Douglas Jemal are the principals of the Douglas Development Corp., a Washington, DC based local real estate owner/operator founded in 1985.  Douglas Development Corp.’s current portfolio includes over 8.0 million sq. ft. primarily in the Washington, DC metropolitan area.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
110

 
 
2565 Sand Creek Road
Brentwood, CA 94513
Collateral Asset Summary – Loan No. 12
Streets of Brentwood
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$41,885,239
50.5%
2.29x
12.6%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Acquisition
 
Property Type:
Anchored Retail
Sponsor:
DRA G&I Fund VII Real Estate
 
Collateral:
Fee Simple
 
Investment Trust
 
Location:
Brentwood, CA
Borrower:
G&I VII Brentwood Operating LP
 
Year Built / Renovated:
2008 / NAP
Original Balance:
$42,000,000
 
Total Sq. Ft.:
319,855
Cut-off Date Balance:
$41,885,239
 
Property Management:
Legacy Asset Management, LLC
% by Initial UPB:
2.8%
 
Underwritten NOI:
$5,287,069
Interest Rate:
3.512761%
 
Underwritten NCF:
$4,871,174
Payment Date:
6th of each month
 
Appraised Value:
$83,000,000
First Payment Date:
February 6, 2013
 
Appraisal Date:
October 11, 2012
Maturity Date:
January 6, 2018
     
Amortization(1):
360 months
 
Historical NOI
Additional Debt(2):
$9,972,676 Mezzanine Loan
 
Most Recent NOI:
$7,228,773 (T-7 July 31, 2012 Ann.)
 
Future Mezzanine Debt Permitted
 
2011 NOI:
$7,180,986 (December 31, 2011)
Call Protection:
L(26), D(30), O(4)
 
2010 NOI:
$6,733,311 (December 31, 2010)
Lockbox / Cash Management:
Hard / In Place
 
2009 NOI:
NAV
         
Reserves
 
Historical Occupancy
 
Initial
Monthly 
 
Current Occupancy:
91.7% (November 28, 2012)
Taxes:
$276,515
$138,257   
 
2011 Occupancy:
90.6% (December 31, 2011)
Insurance(3):
$0
Springing   
 
2010 Occupancy:
90.2% (December 31, 2010)
Replacement:
$500,000
$6,664   
 
2009 Occupancy:
NAV
TI/LC:
$1,000,000
$28,565   
 
(1)   The Streets of Brentwood loan is structured with a fixed amortization schedule based on a 360 month amortization period for the mortgage loan, together with the related mezzanine loan (total debt). See Annex H-3 of the Free Writing Prospectus.
(2)   Future mezzanine debt is allowed, provided, among other things, (i) the combined LTV is not greater than 73.5%, (ii) the combined DSCR is no less than 1.45x and (iii) the combined debt yield is no less than 8.9%.
(3)   The borrower will be required to make monthly deposits of 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket policy is no longer in place.
 
       
Financial Information
 
   
Mortgage Loan
Total Debt
 
Cut-off Date Balance / Sq. Ft.:
 
$131
$162
 
Balloon Balance / Sq. Ft.:
 
$120
$149
 
Cut-off Date LTV:
 
50.5%
62.5%
 
Balloon LTV:
 
46.4%
57.4%
 
Underwritten NOI DSCR:
 
2.48x
1.66x
 
Underwritten NCF DSCR:
 
2.29x
1.53x
 
Underwritten NOI Debt Yield:
 
12.6%
10.2%
 
Underwritten NCF Debt Yield:
 
11.6%
9.4%
 
 
TRANSACTION HIGHLIGHTS
 
§  
Experienced Sponsorship.   DRA Advisors, the parent of the sponsor, is a registered investment advisor specializing in real estate investment and management services. DRA Advisors currently has over $9.0 billion in assets under management. Since 1986, DRA Advisors has acquired over 850 properties valued at $18.0 billion, including more than 100 shopping centers totaling over 26 million sq. ft.
 
§  
Rollover.   The in-place leases at the property have a weighted average of 7.4 years remaining, with only 28,468 sq. ft. (8.9% of NRA) rolling during the loan term. The property is anchored by Rave Theatres, REI and DSW, which currently make up 34.7% of NRA and 32.0% of UW base rent. None of these anchors roll during the loan term.
 
§  
Tenancy.   Rave Theatres is the only first-run movie theater serving Brentwood, California and the only IMAX movie theater within 30 miles. Rave Theatres recently executed a lease extension through 2024.
 
§  
Sales Performance.  In-line tenant sales have improved from $227 PSF as of year-end 2011 to $247 PSF, representing an 8.8% increase as of year-end 2012. Major tenant sales have improved from $257 PSF to $271 PSF, representing a 5.4% increase over the same time period.
 

 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
111

 

 
Collateral Asset Summary – Loan No. 13
Kapstone Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,398,999
62.2%
1.63x
11.0%

Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Portfolio of six properties
Loan Purpose:
Refinance
 
Property Type:
Industrial Warehouse
Sponsor:
Dennis Mehiel; Louis R. Cappelli
 
Collateral:
Fee Simple
 
Family Limited Partnership II
 
Location:
Various
Borrower:
DLL – Amsterdam, LLC; DLL –
 
Year Built / Renovated:
1956-2001 / Various
 
Bowling Green, LLC; DLL – Grand
 
Total Sq. Ft.:
1,371,063
 
Forks, LLC; DLL – Cedar Rapids, LLC;
 
Property Management:
Self-managed
 
DLL – Fridley, LLC; DLL – Seward,
 
Underwritten NOI:
$3,902,549
 
LLC
 
Underwritten NCF:
$3,452,142
Original Balance:
$35,500,000
 
Appraised Value:
$56,900,000
Cut-off Date Balance:
$35,398,999
 
Appraisal Date:
December 2012
% by Initial UPB:
2.4%
     
Interest Rate:
4.3200%
 
Historical NOI
Payment Date:
6th of each month
 
Most Recent NOI:
$4,107,946 (T-12 November 30, 2012)
First Payment Date:
February 6, 2013
 
2011 NOI:
$4,107,950 (December 31, 2011)
Maturity Date:
January 6, 2023
 
2010 NOI:
$3,956,656 (December 31, 2010)
Amortization:
360 months
 
2009 NOI:
$3,638,406 (December 31, 2009)
Additional Debt(1):
$3,750,000 Subordinate Loan
     
Call Protection(2):
L(26), D(90), O(4)
 
Historical Occupancy
Lockbox / Cash Management:
Hard / In Place
 
Current Occupancy:
100.0% (March 6, 2013)
     
2011 Occupancy:
100.0% (December 31, 2011)
Reserves
 
2010 Occupancy:
100.0% (December 31, 2010)
 
Initial
Monthly
 
2009 Occupancy:
100.0% (December 31, 2009)
Taxes:
$0
Springing(3)   
 
(1)   Louis R. Cappelli Family Limited Partnership II has obtained a subordinate loan with a cut-off balance of $3,750,000, secured by its 50% interest in DL-6 Associates, LLC, the sole member of each borrower. The subordinate loan is subject to a subordination and standstill agreement in favor of the mortgage lender, which (i) does not provide for a change of control of the borrower and (ii) does not grant the subordinate lender any approval, cure, or enforcement rights as long as the mortgage loan is outstanding and therefore is not treated as mezzanine debt for purposes of this structural and collateral term sheet.
(2)   After the expiration of the  lockout period, the borrower may obtain the release of one or more properties in connection with the sale of such properties, provided, among other things, that (i) the borrower defeases an amount at least equal to 125% of the allocated loan amount of such property to be released, (ii) the DSCR for the remaining properties is no less than the greater of the DSCR immediately prior to such sale and 1.58x, and (iii) the LTV for the remaining properties does not exceed the lesser of the LTV immediately prior to such sale and 62.4%.
(3)   Springing reserves are triggered upon and during the continuance of an event of default or if the Kapstone leases are no longer in effect.  In addition,  the borrowers will be required to deposit (a) 1/12 of the estimated annual real estate taxes and insurance reserves on a monthly basis if (i) the tenant fails to pay taxes to the appropriate governmental authority or maintain insurance policies that satisfy coverages required in the loan agreement or (ii) the tenant fails to provide evidence of tax payment or deliver new insurance certificates and (b)  $17,079 on a monthly basis in the replacement reserve account if (i)  Kapstone fails to pay for and perform capital expenditures under the leases and an event of default has occurred under any of the Kapstone leases with respect to performance of capital improvements or (ii) Kapstone is the subject of a bankruptcy or insolvency proceeding.
 
Insurance:
$0
Springing(3)   
 
Replacement:
$0
Springing(3)   
 
Required Repairs:
$364,481
NAP  
 
       
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
 
$26
   
Balloon Balance / Sq. Ft.:
 
$21
   
Cut-off Date LTV:
 
62.2%
   
Balloon LTV:
 
50.1%
   
Underwritten NOI DSCR:
 
1.85x
   
Underwritten NCF DSCR:
 
1.63x
   
Underwritten NOI Debt Yield:
 
11.0%
   
Underwritten NCF Debt Yield:
 
9.8%
   
         
         
         
         
         
         
         
         
         
TRANSACTION HIGHLIGHTS
§  
Long-term Tenancy.   Each of the six properties is occupied by a single tenant, U.S. Corrugated, Inc., which is a subsidiary of Kapstone Container Corporation (“Kapstone”, rated NR/B3/NR by Fitch/Moody’s/S&P). As of Q3 2012, Kapstone had a Debt/EBITDA ratio of 1.7x and an EBITDA/Interest Expense of 14.8x. Each of the six leases expires in April 2032, more than nine years past the loan maturity date.
§  
Geographically Diverse Portfolio.   The portfolio consists of six cross-collateralized and cross-defaulted properties located in six different states across the United States. Each of the locations benefits from close proximity to interstate highways and four of the six properties are connected to railroads.
§  
Credit Metrics.   The portfolio has a cut-off date LTV ratio of 62.2%, an underwritten NCF DSCR of 1.63x, and an underwritten NOI Debt Yield of 11.0%.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
112

 
 
70 West 45th Street
New York, NY 10036
Collateral Asset Summary – Loan No. 14
70 West 45th Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$35,000,000
64.8%
1.39x
8.5%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
High Rise Multifamily
Sponsor:
Salim Assa; Ezak Assa
 
Collateral:
Fee Simple
Borrower(1):
Cassa Properties LLC
 
Location:
New York, NY
Original Balance:
$35,000,000
 
Year Built / Renovated:
2008-2010 / NAP
Cut-off Date Balance:
$35,000,000
 
Units / Sq. Ft.(3):
41 / 34,031
% by Initial UPB:
2.3%
 
Property Management:
Assa Hospitality Management LLC
Interest Rate:
4.5325%
 
Underwritten NOI:
$2,977,813
Payment Date:
6th of each month
 
Underwritten NCF:
$2,967,563
First Payment Date:
February 6, 2013
 
Appraised Value:
$54,000,000
Maturity Date:
January 6, 2023
 
Appraisal Date:
November 1, 2012
Amortization:
Interest only for first 24 months; 360
     
months thereafter
 
Historical NOI(5)
Additional Debt:
None
 
Most Recent NOI:
$2,360,828  (T-12 July 31, 2012)
Call Protection:
L(26), D(90), O(4)
 
2011 NOI:
NAV
Lockbox / Cash Management:
Soft / In Place
 
2010 NOI:
NAV
     
2009 NOI:
NAV
Reserves
     
 
Initial
Monthly
 
Historical Occupancy(5)
Taxes:
$38,750
$38,750  
 
Current Occupancy:
100.0% (October 17, 2012)
Insurance:
$9,750
$750  
 
2011 Occupancy:
NAV
Replacement:
$0
$854  
 
2010 Occupancy:
NAV
Immediate Repairs:
$9,741
NAP  
 
2009 Occupancy:
NAV
Condominium Common
$750,000
$57,905  
 
(1)   The sole member of the borrower is currently the subject of a bankruptcy action. A Chapter 11 Plan has been confirmed by the Bankruptcy Court and paid in full.  For additional information see “Risk Factors—Risks Related to the Mortgage Loans—Prior Bankruptcies, Defaults or Other Proceedings May Be Relevant to Future Performance” in the Free Writing Prospectus.
(2)  Condominium common charge reserve represents approximately twelve months of condominium common charges to be used only for any potential special assessments or fees.
(3)   The collateral consists of 41 residential condominium units totaling 34,031 sq. ft. of net rentable area within a 122,920 sq. ft. building that contains a total of 56 condominium units (53 residential, one retail and two hospitality, which collectively contain 165 boutique hotel rooms).
(4)   Based on amortizing debt service payments.  Based on current interest only debt service payments, the underwritten NOI DSCR and underwritten NCF DSCR are each 1.85x.
(5)   The 70 West 45th Street property was recently developed by the sponsor and the condominium units were completed in 2010, with the first leases executed in early 2011.
 
Charge Reserve(2):
     
       
Financial Information
 
Cut-off Date Balance / Unit (Sq. Ft.)(3):
 
$853,659 ($1,028)
   
Balloon Balance / Unit (Sq. Ft.)(3):
 
$729,685 ($879)
   
Cut-off Date LTV:
 
64.8%
   
Balloon LTV:
 
55.4%
   
Underwritten NOI DSCR(4):
 
1.39x
   
Underwritten NCF DSCR(4):
 
1.39x
   
Underwritten NOI Debt Yield:
 
8.5%
   
Underwritten NCF Debt Yield:
 
8.5%
   
         
TRANSACTION HIGHLIGHTS
§  
Strong Location. The 70 West 45th Street property is located in Midtown Manhattan on West 45th Street between 5th and 6th Avenues in the Midtown West submarket, proximate to Times Square, Grand Central Terminal, Bryant Park and numerous subway lines.
§  
Market Fundamentals.  The Manhattan apartment rental market and Midtown West submarket each exhibited vacancy rates of approximately 1.0% as of Q2 2012.
§  
New Construction / Class A Property.  The 70 West 45th Street property, also known as the Cassa Hotel and Residences, is a 48-story building completed in 2010.  The collateral units are located on floors 28-44 and are leased on a fully furnished basis.   Amenities, some of which are a la carte, include 24-hour room service, full housekeeping and turndown service, in-room spa services, 24-hour concierge and limousine and valet service. In addition, tenants have access to a lounge with an outdoor terrace and a fitness facility.
§  
Experienced Sponsorship. The sponsors, Salim Assa and Ezak Assa, developed the 70 West 45th Street property and have over 24 years of combined real estate experience.  The sponsors founded Assa Properties, a real estate development, acquisition and management firm that has acquired over 3.0 million sq. ft. of assets located throughout the United States and Mexico.
§  
Corporate Housing.  The 70 West 45th Street property is 100.0% leased to 10 corporate users. Tenants include DE Shaw (34.1% of total units), ABA (22.0% of total units), Inspirato (9.8% of total units) and Apartments International Inc. (9.8% of total units).
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
113

 
 
 
2500-2912 South Soncy Road
Amarillo, TX 79124
Collateral Asset Summary – Loan No. 15
Westgate Plaza
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$33,444,126
52.3%
1.96x
12.2%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
CCRE
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Anchored Retail
Sponsor:
Kimco Income Operating Partnership, L.P.
 
Collateral:
Fee Simple
Borrower:
KIR Amarillo L.P.; KIR Soncy L.P.
 
Location:
Amarillo, TX
Original Balance:
$33,500,000
 
Year Built / Renovated:
1994, 2001 / NAP
Cut-off Date Balance:
$33,444,126
 
Total Sq. Ft.:
486,522
% by Initial UPB:
2.2%
 
Property Management:
KRC Property Management L.P.
Interest Rate:
3.9760%
 
Underwritten NOI:
$4,065,889
Payment Date:
6th of each month
 
Underwritten NCF:
$3,750,761
First Payment Date:
March 6, 2013
 
Appraised Value:
$64,000,000
Maturity Date:
February 6, 2023
 
Appraisal Date:
January 5, 2013
Amortization:
360 months
     
Additional Debt:
None
 
Historical NOI(4)
Call Protection:
L(25), D(91), O(4)
 
2011 NOI:
$4,012,619 (December 31, 2011)
Lockbox / Cash Management(1):
Springing Hard / Springing
 
2010 NOI:
$3,752,352 (December 31, 2010)
     
2009 NOI:
$3,865,156 (December 31, 2009)
Reserves
     
 
Initial
 
Monthly
 
Historical Occupancy(4)
Taxes(2):
$0
 
Springing
 
Current Occupancy:
89.6% (January 25, 2013)
Insurance(2):
$0
 
Springing
 
2011 Occupancy:
NAV
Replacement(3):
$0
 
Springing
 
2010 Occupancy:
NAV
TI/LC(3):
$0
 
Springing
 
2009 Occupancy:
NAV
         
(1)   A hard lockbox and cash management will be in effect during an event of default.
(2)   Monthly tax and insurance escrows are not required so long as (i) no event of default exists and (ii) borrower provides evidence that insurance has been maintained and both real estate taxes and insurance premiums have been paid by their respective due dates. Borrower will be required to deposit 1/12 of the annual real estate taxes and insurance premiums on a monthly basis upon the occurrence of an event of default or failure to pay real estate taxes or insurance premiums by their respective due dates.
(3)   Monthly replacement reserves and TI/LC reserves are not required as long as (i) no event of default exists and (ii) the DSCR is greater than or equal to 1.25x.  If required (i) the monthly replacement reserve deposit will be $6,082, capped at $218,934 and (ii) the monthly TI/LC reserve deposit will be $20,272.
(4)   The sponsor only provides operating statements once per year and 2012 statements are not yet available. The sponsor does not provide historical occupancy.
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
 
$69
   
Balloon Balance / Sq. Ft.:
 
$55
   
Cut-off Date LTV:
 
52.3%
   
Balloon LTV:
 
41.5%
   
Underwritten NOI DSCR:
 
2.12x
   
Underwritten NCF DSCR:
 
1.96x
   
Underwritten NOI Debt Yield:
 
12.2%
   
Underwritten NCF Debt Yield:
 
11.2%
   
         
         
         
 
 TRANSACTION HIGHLIGHTS
 
§
Tenancy.  The Westgate Plaza Property is 89.6% occupied by 26 tenants. Investment grade tenants, including Home Depot (rated A-/A3/A- by Fitch/Moody’s/S&P), Kohl’s (rated BBB+/Baa1/BBB+ by Fitch/Moody’s/S&P), Ross Dress for Less (NR/NR/BBB+ by Fitch/Moody’s/S&P) and Bed Bath & Beyond (rated NR/NR/BBB+ by Fitch/Moody’s/S&P), occupy 54.4% of the net rentable area.
§
Experienced Sponsorship.   Kimco Income Operating Partnership, L.P., an affiliate of Kimco Realty Corp. (“Kimco”) (NYSE: KIM), purchased the Westgate Plaza property in phases in 1999 and 2003. Kimco is a real estate investment trust that owns and operates a portfolio of 896 neighborhood and community shopping centers comprising 131 million sq. ft. across North America.
§
Location.   The Westgate Plaza property is located in Amarillo, Texas off Interstate Highway 40, adjacent to Westgate Mall, a 97.2% occupied regional shopping center anchored by Dilllards, JC Penney and Sears, which is the only regional shopping center within 125 miles.
§
Demographics.   The 2012 estimated average household income within a five mile radius around the property was $65,753, with a population of 105,109.
 
 
 
 
 

 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
114

 
 
6412 Backlick Road
Springfield, VA 22150
Collateral Asset Summary – Loan No. 16
Springfield Residence Inn
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$26,857,252
65.5%
2.12x
14.3%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Extended Stay Hospitality
Sponsor:
Tharaldson Family, Inc.
 
Collateral:
Fee Simple
Borrower:
R.I. Heritage Inn of Springfield VA, Inc.
 
Location:
Springfield, VA
Original Balance:
$26,900,000
 
Year Built / Renovated:
2009 / NAP
Cut-off Date Balance:
$26,857,252
 
Rooms:
160
% by Initial UPB:
1.8%
 
Property Management:
Residence Inn by Marriott, LLC
Interest Rate:
4.3800%
 
Underwritten NOI:
$3,841,936
Payment Date:
6th of each month
 
Underwritten NCF:
$3,425,336
First Payment Date:
March 6, 2013
 
“As-is” Appraised Value:
$41,000,000
Maturity Date:
February 6, 2023
 
“As-is” Appraisal Date:
November 1, 2012
Amortization:
360 months
 
“As Stabilized” Appraised Value(3):
$44,000,000
Additional Debt:
None
 
“As Stabilized” Appraisal Date(3):
November 1, 2014
Call Protection:
L(25), D(91), O(4)
     
Lockbox / Cash Management(1):
Soft / Springing
 
Historical NOI
     
Most Recent NOI:
$3,876,993 (December 31, 2012)
Reserves
 
2011 NOI:
$3,820,528 (December 31, 2011)
 
Initial
 
Monthly
 
2010 NOI:
$3,601,892 (December 31, 2010)
Taxes(2):
$0
 
Springing
 
2009 NOI:
NAP
Insurance(2):
$0
 
Springing
     
FF&E(2):
$0
 
Springing
 
Historical Occupancy
         
Current Occupancy:
83.6% (December 31, 2012)
Financial Information
 
2011 Occupancy:
83.3% (December 31, 2011)
Cut-off Date Balance / Room:
 
$167,858
   
2010 Occupancy:
82.4% (December 31, 2010)
Balloon Balance / Room:
 
$135,332
   
2009 Occupancy:
NAP
Cut-off Date LTV(3):
 
65.5%
   
(1)   All gross revenues are deposited directly into an account controlled by the property manager. The property manager is required to pay required expenses to operate the property (including, without limitation, taxes, insurance, and funding of the FF&E reserve), and transfer the balance, if any, to an account controlled by the lender. Such amounts will then be transferred to an account controlled by the borrower, until either (i) an event of default occurs or (ii) the DSCR is less than 1.40x on the last day of any calendar quarter.
(2)  The borrower will be required to make monthly deposits of (i) 1/12 of the estimated annual real estate taxes if the manager fails to pay the required tax dues in a timely manner, (ii) 1/12 of the estimated annual insurance premiums if (a) the borrower is no longer participating in the manager’s insurance program or (b) the manager fails to pay insurance premiums in a timely manner, and (iii) 5.0% of the prior month’s gross revenues into the FF&E reserve if the manager does not deposit the required amounts into the manager FF&E reserve.
(3)   The “As Stabilized” cut-off date LTV is 61.0% based on achieving a stabilized ADR of $194.00 with occupancy of 78.0%. 
Balloon LTV:
 
52.8%
   
Underwritten NOI DSCR:
 
2.38x
   
Underwritten NCF DSCR:
 
2.12x
   
Underwritten NOI Debt Yield:
 
14.3%
   
Underwritten NCF Debt Yield:
 
12.8%
   
         
         
         
         
         
         
         
         
         
         
 
 TRANSACTION HIGHLIGHTS
§
Location. The Springfield Residence Inn hotel is located approximately one-quarter mile from Interstate 95, approximately 12 miles from downtown Washington, D.C.  Nearby universities include Washington Baptist University and Virginia Commonwealth University. The demand driver in the market consists of two government-related sites, Fort Belvoir and National Geospatial-Intelligence Agency (“NGA”). The NGA is headquartered in Springfield and Fort Belvoir is home to several United States military agency headquarters, as well as a number of data and research facilities.
§
Hotel Amenities. The six-story extended stay hotel is comprised of 160 rooms, including 111 studios, 30 one-bedroom suites and 19 two-bedroom suites. Amenities include approximately 1,486 sq. ft. of meeting space throughout two rooms, an indoor pool, a fitness center and a 24-hour business center. Guestroom furnishings include a full kitchen, a two burner stove, full size refrigerator, dishwasher, plates and utensils. In addition, there is a 130-space parking lot adjacent to the hotel, for a ratio of 0.81 spaces per room.
§
Performance.  As of a November 30, 2012 research hospitality report, the Springfield Residence Inn occupancy, ADR and RevPAR for the trailing twelve months were 82.9%, $168.36 and $139.51, respectively, with occupancy, ADR and RevPAR penetration rates of 133.2%, 132.4% and 176.4%, respectively. The hotel opened in 2009 and since 2010, the Residence Inn Springfield has outperformed its competitive set with average penetration rates for occupancy, ADR and RevPAR of 133.7%, 128.5% and 171.6%, respectively.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
115

 
 
17474-17580 Yorba Linda Boulevard
Yorba Linda, CA 92886
Collateral Asset Summary – Loan No. 17
Valley View Shopping Center
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$22,000,000
59.8%
1.58x
9.9%
 
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Anchored Retail
Sponsor:
Richard Cramer; David Lee
 
Collateral:
Fee Simple
Borrower(1):
Mickel Yorba Linda, LLC; Henry’s SPE
I, LLC; Yorba View Center SPE I, LLC;
LFET Investors SPE I, LLC; CGH
Yorba SPE I, LLC
 
Location:
Yorba Linda, CA
 
Year Built / Renovated:
1963 / 1982, 2013
 
Total Sq. Ft.:
110,021
 
Property Management:
Remarc Management, Inc.
Original Balance:
$22,000,000
 
Underwritten NOI(5):
$2,181,692
Cut-off Date Balance:
$22,000,000
 
Underwritten NCF(5):
$2,061,039
% by Initial UPB:
1.5%
 
“As Is” Appraised Value:
$36,800,000
Interest Rate:
4.2700%
 
“As Is” Appraisal Date:
February 1, 2013
Payment Date:
6th of each month
 
“As Stabilized” Appraised Value(6):
$37,500,000
First Payment Date:
April 6, 2013
 
“As Stabilized” Appraisal Date(6):
November 1, 2013
Maturity Date:
March 6, 2023
     
Amortization:
360 months
 
Historical NOI(5)
Additional Debt:
None
 
Most Recent NOI:
$1,136,338 (T-12 November 30, 2012)
Call Protection:
L(24), D(92), O(4)
 
2011 NOI:
$954,310 (December 31, 2011)
Lockbox / Cash Management:
Hard / In Place
 
2010 NOI:
$1,129,699 (December 31, 2010)
     
2009 NOI:
$1,181,362 (December 31, 2009)
Reserves
     
 
Initial
 
Monthly
 
Historical Occupancy(5)
Taxes:
$0
 
$23,113
 
Current Occupancy:
91.2% (December 31, 2012)
Insurance(2):
$0
 
Springing
 
2011 Occupancy:
58.0% (December 31, 2011)
Replacement:
$0
 
$1,834
 
2010 Occupancy:
84.0% (December 31, 2010)
TI/LC:
$0
 
$8,221
 
2009 Occupancy:
93.8% (December 31, 2009)
OSH Holdback Reserve:
$6,000,000
 
$0
 
(1)   The borrowing entities are structured as tenants-in-common. Each of the borrowing entities has waived its right to partition.
(2)  The borrower will be required to make monthly deposits of 1/12 of the annual insurance premiums into the insurance reserve if an acceptable blanket policy is no longer in place.
(3)   The environmental reserve is capped at $156,250.
(4)   Borrower will be required to deposit all excess cash into the lease sweep reserve, up to a cap of $35.00 PSF based on the affected lease sweep space, following the occurrence of any of the following: (i) the date that a Lease Sweep Lease is surrendered, cancelled, or terminated prior to its then current expiration date or upon receipt by borrower of notice from any tenant under a Lease Sweep Lease of its intent to surrender, cancel or terminate such lease, (ii) if a tenant under a Lease Sweep Lease goes dark at the property, (iii) upon an event of default under a Lease Sweep Lease or (iv) insolvency of a tenant under a Lease Sweep Lease or its direct or indirect parent company.  A “Lease Sweep Lease” shall mean the Orchard Supply Hardware lease or any replacement lease for the Orchard Supply Hardware premises greater than 30,000 sq. ft.
(5)  The decline in 2011 NOI and Occupancy was due to the tenant previously occupying the Orchard Supply Hardware space vacating the property during 2011. The increase in Underwritten NOI and NCF over T-12 is due to Orchard Supply Hardware executing a new lease for this space which contributes approximately 42.7% of underwritten base rent. Orchard Supply Hardware is expected to open for business during February 2013.
(6)   The “As Stabilized” cut-off date LTV is 58.7% and is based on the property achieving stabilized occupancy of 95.0%.
OSH Rent Abatement Reserve:
$489,258
 
$0
 
Environmental Reserve(3):
$0
 
$1,628
 
Lease Sweep Reserve(4):
$0
 
Springing
 
         
Financial Information
 
Cut-off Date Balance / Sq. Ft.:
 
$200
   
Balloon Balance / Sq. Ft.:
 
$160
   
Cut-off Date LTV(5):
 
59.8%
   
Balloon LTV:
 
48.0%
   
Underwritten NOI DSCR:
 
1.68x
   
Underwritten NCF DSCR:
 
1.58x
   
Underwritten NOI Debt Yield:
 
9.9%
   
Underwritten NCF Debt Yield:
 
9.4%
   
         
         
         
         
         
         
         
 
 TRANSACTION HIGHLIGHTS
§
Tenancy.   The property features a diverse rent roll with 16 tenants, including regional and national tenants such as Sprouts, Starbucks, Sport Clips, Chase Bank, Orchard Supply Hardware, Edward D. Jones and Polly’s (KFC), which occupy 80,955 sq. ft. or 73.6% of NRA.
§
Long-term Leases.  The largest tenant, Orchard Supply Hardware (40.4% of NRA), recently executed a lease for 15 years, with three five-year extension options. The second largest tenant, Sprouts (24.6% of NRA), has been in occupancy at the property since 2000 with a 20 year lease that runs through 2020 and has four five-year extension options remaining.
§
Location.  The Valley View Shopping Center property is located along Yorba Linda Boulevard in a dense in-fill area with established housing stock and very limited vacant land. The 2012 estimated average household income in a one mile radius around the property was $103,122, approximately 29.6% higher than the California average household income of $79,547 for the same time period.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
116

 
 
5215 South Loop 289
Lubbock, TX 79424
Collateral Asset Summary – Loan No. 18
Embassy Suites Lubbock
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$21,639,358
69.8%
2.00x
13.4%
                       
Mortgage Loan Information
 
Property Information
 
Loan Seller:
GACC
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Refinance
     
Property Type:
Full Service Hospitality
 
 
Sponsor:
Pritesh Patel; Mitesh Raichada
     
Collateral:
Fee Simple
 
 
Borrower:
Lubbock E Partners, Ltd.
     
Location:
Lubbock, TX
 
 
Original Balance:
$21,700,000
     
Year Built / Renovated:
1982 / 2004
 
 
Cut-off Date Balance:
$21,639,358
     
Rooms:
156
 
 
% by Initial UPB:
1.4%
     
Property Management:
RIM Hotel TEX, Inc.
 
 
Interest Rate:
4.4300%
     
Underwritten NOI:
$2,904,489
 
 
Payment Date:
6th of each month
     
Underwritten NCF:
$2,616,506
 
 
First Payment Date:
February 6, 2013
     
“As-is” Appraised Value:
$31,000,000
 
 
Maturity Date:
January 6, 2023
     
“As-is” Appraisal Date:
December 1, 2012
 
 
Amortization:
360 months
     
“As Stabilized” Appraised Value(5):
$34,000,000
 
 
Additional Debt(1):
Future Mezzanine Debt Permitted
     
“As Stabilized” Appraisal Date(5):
December 1, 2014
 
 
Call Protection:
L(26), D(90), O(4)
             
 
Lockbox / Cash Management(2):
Hard / Springing
   
Historical NOI
               
Most Recent NOI:
$3,141,619 (T-12 October 31, 2012)
 
Reserves
   
2011 NOI:
$2,783,492 (December 31, 2011)
 
   
Initial
 
Monthly
     
2010 NOI:
$2,470,957 (December 31, 2010)
 
 
Taxes:
$0
$18,691
     
2009 NOI:
$2,408,474 (December 31, 2009)
 
 
Insurance(3):
$0
Springing
             
 
FF&E:
$0
4% of prior month’s gross
   
Historical Occupancy
     
revenues
     
Current Occupancy:
87.2% (October 31, 2012)
 
 
PIP Sweep(4):
$0
Springing
     
2011 Occupancy:
87.2% (December 31, 2011)
 
               
2010 Occupancy:
84.7% (December 31, 2010)
 
Financial Information
   
2009 Occupancy:
85.7% (December 31, 2009)
 
 
Cut-off Date Balance / Room:
 
$138,714
     
(1)   Future mezzanine debt is allowed, provided, among other things, the combined LTV is not greater than 70.0%, the combined DSCR is not less than 1.60x and the combined debt yield is not less than 11.0%.
(2)   Cash management will be triggered upon (i) an event of default, (ii) the DSCR falling below 1.25x on the last day of a calendar quarter, (iii) any mezzanine loan is outstanding or (iv) a PIP Sweep Event. A “PIP Sweep Event” will commence upon the earlier to occur of (a) October 26, 2017, which is 12 months prior to the expiration of the franchise agreement, and (b) the borrower’s notification of the commencement of the renewal or replacement of the existing franchise agreement, and will end upon (y) renewal of the existing franchise agreement, or an acceptable replacement franchise agreement that extends at least two years beyond the maturity date, and (z) the PIP sweep reserve has a balance sufficient to complete all PIP work.
(3)   The borrower will be required to deposit 1/12 of the annual insurance premiums if an acceptable blanket policy is no longer in place.
(4)   During a PIP Sweep Event, all excess cash, after payment of debt service and reserves, will be swept into the PIP sweep reserve.
(5)   The “As Stabilized” cut-off date LTV is 63.6% based on achieving a stabilized ADR of $154.78 with occupancy of 84.0%.
 
Balloon Balance / Room:
 
$112,172
     
 
Cut-off Date LTV(5):
 
69.8%
     
 
Balloon LTV:
 
56.4%
     
 
Underwritten NOI DSCR:
 
2.22x
     
 
Underwritten NCF DSCR:
 
2.00x
     
 
Underwritten NOI Debt Yield:
 
13.4%
     
 
Underwritten NCF Debt Yield:
 
12.1%
     
             
             
             
             
             
             
             
             
             
             
TRANSACTION HIGHLIGHTS
Location. The Embassy Suites Lubbock hotel is located approximately six miles southwest of downtown Lubbock and approximately five miles from Texas Tech University. In addition, the South Plains Mall is located approximately one-quarter mile north and is the only regional mall within 120 miles of Lubbock. Lubbock was ranked 20th by the Milken Institute for the 2012 best performing cities where jobs are created and sustained. As of May 2012, Lubbock’s employment base grew 3.7% from May 2011, the ninth-fastest growth in the nation.
Hotel Amenities. The hotel is comprised of a three-story full service hotel with 156 rooms, including 80 standard king suites, 74 standard double queen suites and two, two-bedroom king suites. Amenities include 3,379 sq. ft. of meeting space throughout three rooms, the Canaletto’s Restaurant and Lounge, an indoor pool, a fitness center and a business center. In addition, the hotel offers complimentary shuttle service to and from the Lubbock International Airport and within a five-mile radius of the hotel. The hotel has 123 parking spaces for a ratio of 0.79 spaces per room.
Performance.  As of an October 31, 2012 hospitality research report, the occupancy, ADR and RevPAR for the trailing twelve months were 86.9%, $137.18 and $119.16, respectively, with occupancy, ADR and RevPAR penetration rates of 124.4%, 137.5% and 171.0%, respectively. Since 2007, occupancy, ADR and RevPAR penetration rates have averaged 125.8%, 140.9% and 177.2%, respectively.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
117

 
 
6101 Variel Avenue
Woodland Hills, CA 91367
Collateral Asset Summary – Loan No. 19
Panavision Woodland Hills
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$17,000,000
47.9%
1.92x
13.4%
                       
Mortgage Loan Information
 
Property Information
 
Loan Seller:
GACC
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Recapitalization
     
Property Type:
Flex Industrial
 
 
Sponsor:
AG Net Lease II Corp.
     
Collateral:
Fee Simple
 
 
Borrower:
AGNL Film, L.P.
     
Location:
Woodland Hills, CA
 
 
Original Balance:
$17,000,000
     
Year Built / Renovated:
1973 / 2012
 
 
Cut-off Date Balance:
$17,000,000
     
Total Sq. Ft.:
145,000
 
 
% by Initial UPB:
1.1%
     
Property Management:
Self-managed
 
 
Interest Rate:
4.5210%
     
Underwritten NOI:
$2,283,623
 
 
Payment Date:
6th of each month
     
Underwritten NCF:
$2,179,061
 
 
First Payment Date:
February 6, 2013
     
Appraised Value:
$35,500,000
 
 
Anticipated Repayment Date:
January 6, 2023
     
Appraisal Date:
October 30, 2012
 
 
Final Maturity Date:
July 6, 2030
             
 
Amortization:
Interest only for first 12 months; 300
   
Historical NOI(6)
   
months thereafter
     
Most Recent NOI:
NAP
 
 
Additional Debt(1):
Future Mezzanine Debt Permitted
     
2011 NOI:
NAP
 
 
Call Protection:
L(26), D(89), O(5)
     
2010 NOI:
NAP
 
 
Lockbox / Cash Management(2):
Hard / Springing
     
2009 NOI:
NAP
 
                       
Reserves
 
Historical Occupancy(6)
   
Initial
 
Monthly
     
Current Occupancy:
100.0% (March 6, 2013)
 
 
Taxes(3):
$0
 
Springing
     
2011 Occupancy:
NAP
 
 
Insurance(3):
$0
 
Springing
     
2010 Occupancy:
NAP
 
 
Replacement(3):
$0
 
Springing
     
2009 Occupancy:
NAP
 
 
TI/LC:
$0
 
$2,478
   
(1)   Future mezzanine debt is allowed (i) no later than two years prior to the anticipated repayment date, (ii) in an amount that, when added to the first mortgage loan, (a) does not exceed $18.2 million, (b) results in a combined LTV not greater than 51.3%, (c) results in a combined DSCR not less than 1.50x and (d) results in a combined debt yield not less than 12.0% and (iii) so long as the mezzanine loan is coterminous with the Panavision Woodland Hills loan.
(2)   Cash management will be triggered upon (i) an event of default, (ii) the anticipated repayment date, (iii) the DSCR falling below 1.25x on the last day of a calendar quarter, (iv) a tenant insolvency proceeding by the Panavision tenant (or an acceptable replacement tenant) or (v) a mezzanine loan is outstanding.
(3)   The borrower will be required to make monthly payments of (i) 1/12 of the annual tax bill into the tax reserve, (ii) 1/12 of the annual insurance premiums into the insurance reserve and (iii) $2,478 into the replacement reserve if Panavision (or an acceptable replacement tenant) (a) is in monetary default, (b) no longer has a lease in full force and effect, (c) with respect to the tax reserve, does not pay the tax bills on time, (d) with respect to the insurance reserve, does not pay the insurance bills on time, and (e) with respect to the replacement reserve, does not perform and pay for all capital expenditures at the property.
(4)   Balloon Balance / Sq. Ft. and Balloon LTV are as of the anticipated repayment date.
(5)   Based on amortizing debt service payments. Based on the current interest only payments, the underwritten NOI DSCR and underwritten NCF DSCR are 2.93x and 2.80x, respectively.
(6)   The property was previously vacant until Panavision took occupancy in August 2012; therefore historical NOI and historical occupancy are not applicable.
             
Financial Information
 
 
Cut-off Date Balance / Sq. Ft.:
 
$117
     
 
Balloon Balance / Sq. Ft. (4):
 
$90
     
 
Cut-off Date LTV:
 
47.9%
     
 
Balloon LTV(4):
 
36.7%
     
 
Underwritten NOI DSCR(5):
 
2.01x
     
 
Underwritten NCF DSCR(5):
 
1.92x
     
 
Underwritten NOI Debt Yield:
 
13.4%
     
 
Underwritten NCF Debt Yield:
 
12.8%
     
             
             
             
             
             
             
             
             
             
             
             
TRANSACTION HIGHLIGHTS
Tenancy.   Panavision Woodland Hills is 100.0% leased to Panavision through 2030, with no termination options and one five-year extension option. Founded in 1954, Panavision manufactures and leases high end camera equipment to studios in the Hollywood and San Fernando Valley area. The property is located within the Warner Center, an 1,100-acre, master-planned, mixed-use development, and Panavision has been located in the market since the 1990’s. Panavision moved its world headquarters into the Panavision Woodland Hills location in August 2012.
Sponsor.  AG Net Lease II Corp. is a subsidiary of Angelo, Gordon & Co. (“AGC”).  Founded in 1988, AGC is a privately-held registered investment advisor that currently manages approximately $25.0 billion. In total, the sponsorship owns 28 properties valued at over $714.4 million. The sponsor purchased the property in August 2011, as vacant, for $17.7 million. Since acquisition, the sponsor has invested approximately $12.9 million in capital expenditures and leasing costs, in addition to approximately $4.0 million contributed by Panavision for tenant improvements.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
118

 

2810 John Hawkins Parkway
Hoover, AL 35244
Collateral Asset Summary – Loan No. 20
Colonial Promenade Hoover
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$16,964,494
64.5%
1.41x
10.3%
                     
Mortgage Loan Information
 
Property Information
 
Loan Seller:
CCRE
     
Single Asset / Portfolio:
Single Asset
 
 
Loan Purpose:
Refinance
     
Property Type:
Anchored Retail
 
   
Daniel F. Jackson, III; Jeffrey J.
     
Collateral:
Fee Simple
 
 
Sponsor:
Crittenden
     
Location:
Hoover, AL
 
 
Borrower:
Highway 150, LLC
     
Year Built / Renovated:
2002 / NAP
 
 
Original Balance:
$17,000,000
     
Total Sq. Ft.:
171,655
 
 
Cut-off Date Balance:
$16,964,494
     
Property Management:
Cornerstone Management Company, LLC
 
 
% by Initial UPB:
1.1%
     
Underwritten NOI:
$1,753,265
 
 
Interest Rate:
4.3575%
     
Underwritten NCF:
$1,578,975
 
 
Payment Date:
6th of each month
     
Appraised Value:
$26,300,000
 
 
First Payment Date:
March 6, 2013
     
Appraisal Date:
November 12, 2012
 
 
Maturity Date:
February 6, 2023
             
 
Amortization:
300 months
   
Historical NOI
 
Additional Debt:
None
     
Most Recent NOI:
$1,756,847 (T-12 September 30, 2012)
 
 
Call Protection:
L(25), D(91), O(4)
     
2011 NOI:
$1,799,714 (December 31, 2011)
 
 
Lockbox / Cash Management(1):
Hard / Springing
     
2010 NOI:
$1,862,376 (December 31, 2010)
 
             
2009 NOI:
$1,990,993 (December 31, 2009)
 
Reserves
           
   
Initial
Monthly
   
Historical Occupancy
 
Taxes:
$68,250
$22,750
     
Current Occupancy:
86.9% (December 10, 2012)
 
 
Insurance:
$8,549
$2,850
     
2011 Occupancy:
85.2% (December 31, 2011)
 
 
Replacement:
$0
$4,534
     
2010 Occupancy:
84.5% (December 31, 2010)
 
 
TI/LC(2):
$750,000
$8,656
     
2009 Occupancy:
86.9% (December 31, 2009)
 
 
Immediate Repairs:
$12,250
NAP
   
(1)   Cash management will be triggered (i) during any event of default, (ii) during any bankruptcy action of the borrower, principal, guarantor or manager, (iii) during an Academy Sports or Stein Mart renewal trigger event, (iv) if Academy Sports or Stein Mart “goes dark”, ceases to pay rent, gives notice not to renew or vacates, (v) if Walmart “goes dark” or vacates or (vi) if the borrower fails to maintain a DSCR of at least 1.15x for one quarter until the DSCR after the end of two consecutive quarters is at least equal to 1.30x.
(2)   Initial TI/LC reserves to be released to the borrower, up to a maximum of $350,000, at $28.00 PSF on a pro rata basis for new or renewal leases at rents great than $17.00 PSF. Subject to the terms of the loan agreement related to the reserve floor, the remaining $400,000 can be released to the borrower if, among other things, (i) Academy Sports renews or extends its lease or a lease to an approved replacement tenant is executed and (ii) no co-tenancy provisions in any other tenant leases have been triggered.
(3)   Restaurant tenant reserves will be released, on a pro rata basis, upon verification that Pablo’s Restaurant, Pyramid Grill and Yuki Japanese Restaurant have each made 12 consecutive rental payments. Pablo’s Restaurant, Pyramid Grill and Yuki Japanese Restaurant collectively comprise approximately 11,060 sq. ft. or 6.4% of net rentable area.
 
Restaurant Tenant Reserve(3):
$250,000
$0
   
           
Financial Information
 
 
Cut-off Date Balance / Sq. Ft.:
$99
     
 
Balloon Balance / Sq. Ft.:
$72
     
 
Cut-off Date LTV:
64.5%
     
 
Balloon LTV:
47.2%
     
 
Underwritten NOI DSCR:
1.57x
     
 
Underwritten NCF DSCR:
1.41x
     
 
Underwritten NOI Debt Yield:
10.3%
     
 
Underwritten NCF Debt Yield:
9.3%
     
           
           
           
           
 
TRANSACTION HIGHLIGHTS
Walmart Supercenter Shadow Anchor.  The Colonial Promenade Hoover property is shadow anchored by a Walmart Supercenter that has been in occupancy since 2002.  The collateral encompasses the space on both sides of the Walmart Supercenter.
Location.  The Colonial Promenade Hoover property is located in the Hoover submarket of Birmingham, Alabama along the submarket’s primary retail corridor, which averages a daily traffic count of 51,196.  The Colonial Promenade Hoover property is located approximately 1.3 miles from the 99% occupied Riverchase Galleria, one of the largest enclosed malls and the top tourist attraction in Alabama.
Long Term Tenancy.  The Colonial Promenade Hoover property is 86.9% occupied by 28 tenants. The two largest tenants, Academy Sports (31.9% of NRA) and Stein Mart (19.8% of NRA) have both been in occupancy since 2002 and recently renewed their leases. In 2012, Stein Mart exercised a three-year renewal through August 2015 and Academy Sports exercised a five-year renewal through July 2017.
Demographics.   The 2012 estimated average household income within a five mile radius around the property was $87,655, with a population of 99,044 as of 2010.
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) 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.
 
 
119

 

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., J.P. Morgan Securities LLC and KeyBanc Capital Markets 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 COMM 2013-CCRE6 Mortgage Trust the Commercial Mortgage Pass-Through Certificates  (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.
 
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