FWP 1 n159_fwpx3.htm FREE WRITING PROSPECTUS Unassociated Document
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-172143-08
     
 
      December 3, 2012  
         
  FREE WRITING PROSPECTUS  
         
 
STRUCTURAL AND COLLATERAL TERM SHEET
 
$1,133,665,560
 (Approximate Total Mortgage Pool Balance)
 
$793,565,000
(Approximate Offered Certificates)
 
         
  COMM 2012-CCRE5  
         
 
Deutsche Mortgage & Asset Receiving Corporation
Depositor
 
Cantor Commercial Real Estate Lending, L.P.
German American Capital Corporation
KeyBank National Association
Sponsors and Mortgage Loan Sellers
 
         
         
         
         
         
         
         
         
         
         
         
         
 
Deutsche Bank Securities
 
Cantor Fitzgerald & Co.
 
         
 
Joint Bookrunning Managers and Co-Lead Managers
 
         
         
 
KeyBanc Capital Markets
CastleOak Securities, L.P.
Nomura
 
         
   
Co-Managers
   
         
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
 

 
 
COMM 2012-CCRE5 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 December 3, 2012, 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:
$1,133,665,560
Managers:
Cantor Fitzgerald & Co
 
Number of Mortgage Loans:
63
Co-Managers:
KeyBanc Capital Markets Inc.
 
Number of Mortgaged Properties:
98
 
CastleOak Securities, L.P.
 
Average Mortgage Loan Cut-off Date Balance:
$17,994,691
 
Nomura Securities International, Inc.
 
Average Mortgaged Property Cut-off Date Balance:
$11,568,016
Mortgage Loan Sellers:
Cantor Commercial Real Estate Lending, L.P.
 
Weighted Avg Mortgage Loan U/W NCF DSCR:
1.75x
 
(“CCRE”) (55.9%), German American Capital
 
Range of Mortgage Loan U/W NCF DSCR:
1.30x – 2.61x
 
Corporation* (“GACC”) (35.3%) and KeyBank
 
Weighted Avg Mortgage Loan Cut-off Date LTV:
63.8%
 
National Association (“KeyBank”) (8.7%)
 
Range of Mortgage Loan Cut-off Date LTV:
35.0% – 76.9%
 
*An indirect wholly owned subsidiary of Deutsche Bank AG.
 
Weighted Avg Mortgage Loan Maturity Date LTV:
53.3%
Master Servicer and Special
Midland Loan Services, a division of PNC Bank,
 
Range of Mortgage Loan Maturity Date LTV:
27.3% – 70.4%
Servicer:
National Association
 
Weighted Avg U/W NOI Debt Yield:
11.2%
Operating Advisor:
Park Bridge Lender Services LLC
 
Range of U/W NOI Debt Yield:
8.3% – 16.7%
Trustee:
Wells Fargo Bank, National Association
 
Weighted Avg Mortgage Loan
 
Rating Agencies:
Fitch, Inc. and Moody’s Investors Service, Inc.
 
Original Term to Maturity (months):
111
Determination Date:
The 6th day of each month, or if such 6th day is not a
 
Weighted Avg Mortgage Loan
 
 
business day, the following business day,
 
Remaining Term to Maturity (months):
110
 
commencing in January 2013.
 
Weighted Avg Mortgage Loan Seasoning (months):
1
Distribution Date:
4th business day following the Determination Date in
 
% Mortgage Loans with Amortization for Full Term(2):
70.1%
 
each month, commencing January 2013.
 
% Mortgage Loans with Partial Interest Only:
21.6%
Cut-off Date:
Due Dates in December 2012 (or related origination
 
% Mortgage Loans with Full Interest Only(3):
8.3%
 
date, if later). Unless otherwise noted, all Mortgage
 
% Mortgage Loans with Upfront or Ongoing Tax Reserves:
80.4%
 
Loan statistics are based on balances as of the Cut-
 
% Mortgage Loans with Upfront or
 
 
off Date.
 
Ongoing Replacement Reserves(4):
71.7%
Settlement Date:
On or about December 13, 2012
 
% Mortgage Loans with Upfront or Ongoing Insurance Reserves:
54.8%
Settlement Terms:
DTC, Euroclear and Clearstream, same day funds,
 
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves(5):
70.6%
 
with accrued interest.
 
% Mortgage Loans with Upfront Engineering Reserves:
37.9%
ERISA Eligible:
All of the Offered Classes are expected to be ERISA
 
% Mortgage Loans with Upfront or Ongoing Other Reserves:
56.2%
 
eligible.
 
(1)   With respect to the Eastview Mall and Commons loan and the Harmon Corner loan, LTV, DSCR and Debt Yield calculations include the related pari passu companion loans. With respect to the La Curacao Business Center loan, LTV and Debt Yield calculations are based on the mortgage loan balance net of an earnout reserve. With respect to The Nolitan loan, LTV, DSCR and Debt Yield calculations are based on the Mortgage Loan included in the mortgage pool and without regard to the related subordinate companion loan not included in the mortgage pool.
(2)   Amortizing through the maturity date.
(3)   Interest only through the maturity date.
(4)   Includes FF&E Reserves.
(5)   Represents the percent of the allocated Initial Outstanding Pool Balance of retail, office, mixed use and industrial properties only.
 
SMMEA Eligible:
None of the Offered Classes will be SMMEA eligible.
 
Day Count:
30/360
 
Tax Treatment:
REMIC
 
Rated Final Distribution Date:
December 2045
 
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. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
3

 
 
 
COMM 2012-CCRE5 Mortgage Trust
 
SUMMARY OF THE CERTIFICATES
 
OFFERED CERTIFICATES
 
Class(1)
Ratings
(Fitch/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)
$85,349,000
30.000%
2.65
1 - 58
44.7%
16.0%
Class A-2
AAA(sf) / Aaa(sf)
$159,765,000
30.000%
4.97
58 - 60
44.7%
16.0%
Class A-SB
AAA(sf) / Aaa(sf)
$90,894,000
30.000%
7.36
60 - 115
44.7%
16.0%
Class A-3
AAA(sf) / Aaa(sf)
$100,000,000
30.000%
9.70
115 - 117
44.7%
16.0%
Class A-4
AAA(sf) / Aaa(sf)
$357,557,000
30.000%
9.93
117 - 120
44.7%
16.0%
Class X-A(7)
AAA(sf) / Aaa(sf)
$916,852,000(8)
N/A
N/A
N/A
N/A
N/A
 
NON-OFFERED CERTIFICATES
 
Class(1)
Ratings
(Fitch/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–M(9)
AAA(sf) / Aaa(sf)
$123,287,000
19.125%
9.99
120 - 120
51.6%
13.8%
Class X–B(7)
AA(sf) / Aa2(sf)
$52,432,000(8)
N/A
N/A
N/A
N/A
N/A
Class B(9)
AA(sf) / Aa2(sf)
$52,432,000
14.500%
9.99
120 - 120
54.5%
13.1%
Class PEZ(9)
A(sf) / Aa3(sf)
$211,146,000(10)
11.375%
9.99
120 - 120
56.5%
12.6%
Class C(9)
A(sf) / A2(sf)
$35,427,000
11.375%
9.99
120 - 120
56.5%
12.6%
Class D
BBB+(sf) / Baa1(sf)
$22,673,000
9.375%
9.99
120 - 120
57.8%
12.4%
Class E
BBB-(sf) / Baa3(sf)
$32,593,000
6.500%
9.99
120 - 120
59.7%
12.0%
Class F
BB(sf) / Ba2(sf)
$21,256,000
4.625%
9.99
120 - 120
60.8%
11.7%
Class G
B(sf) / B2(sf)
$18,422,000
3.000%
9.99
120 - 120
61.9%
11.5%
Class H
NR / NR
$34,010,559
0.000%
9.99
120 - 120
63.8%
11.2%
  
(1)
The pass–through rates applicable to the Class A–1, Class A–2, Class A–SB, Class A–3, Class A-4, Class A–M, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates will equal one of: (i) a fixed per annum 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) a rate equal to 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 mortgage loans with anticipated repayment dates are repaid on their respective anticipated repayment dates.
(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–3 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–3 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–3 and Class A-4 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 closing date of $35,427,000.
(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, Class A–3 Class A-4 and Class A–M Certificates (based on their Certificate Balances and without regard to any exchange of Class A–M, Class B and Class C Certificates for Class PEZ Certificates), as further described in the Free Writing Prospectus and (B) with respect to the Class X–B Certificates, the pass–through rate of the Class B Certificates, as further described in the Free Writing Prospectus.
(8)
The Class X–A and Class X–B Certificates (the “Class X Certificates”) will not have a Certificate Balance.  None of the Class X–A or Class X–B Certificates are 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, Class A–3, Class A–4 and Class A–M Certificates (without regard to any exchange of Class     A–M, Class B, and Class C Certificates for Class PEZ Certificates). 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 Certificates (without regard to any exchange of Class A–M, Class B and Class C Certificates for Class PEZ Certificates).
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
4

 
 
COMM 2012-CCRE5 Mortgage Trust
 
SUMMARY OF THE CERTIFICATES
 
(9)
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.
(10)
On the closing 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 closing date of $123,287,000, $52,432,000 and $35,427,000, 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 closing date will be reduced, in required proportions, by an amount equal to the Certificate Balance of the Class PEZ Certificates issued on the closing date.
 
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
CCRE
The Nolitan
Hospitality
$17,000,000
 
58
51.5%
1.83x
12.1%
A-2
CCRE
Lillie’s Times Square
Retail
$3,526,004
 
59
58.8%
1.30x
8.7%
A-2
GACC
Vanguard Data Center
Office
$34,000,000
 
60
52.3%
1.95x
13.1%
A-2
KeyBank
Holiday Village Mall
Retail
$29,000,000
 
60
64.4%
1.79x
13.6%
A-2
GACC
Sheraton Novi
Hospitality
$13,000,000
 
60
63.4%
1.94x
14.9%
A-2
CCRE
DoubleTree Columbus
Hospitality
$9,500,000
 
60
52.2%
1.96x
16.7%
A-2
CCRE
One Larkin Plaza
Office
$9,400,000
 
60
70.7%
1.37x
9.1%
A-2
CCRE
Silver Oaks Apartments
Multifamily
$9,089,500
 
60
71.6%
1.62x
10.3%
A-2
KeyBank
Candlewood Suites - Fayetteville
Hospitality
$9,000,000
 
60
66.2%
2.08x
16.4%
A-2
CCRE
Courtyard Westborough
Hospitality
$8,600,000
 
60
63.7%
1.61x
12.7%
A-2
CCRE
3425 Knox Place
Multifamily
$7,025,000
 
60
72.4%
1.41x
8.5%
A-2
CCRE
2294-2300 University Avenue
Multifamily
$5,750,000
 
60
75.7%
1.45x
8.8%
A-2
CCRE
211 Bedford Park Boulevard
Multifamily
$4,700,000
 
60
74.6%
1.41x
8.6%
A-2
CCRE
1945 Loring Place
Multifamily
$4,700,000
 
60
74.6%
1.44x
8.7%
A-2
CCRE
Corner on 7th
Retail
$3,460,000
 
60
52.0%
2.02x
12.5%
A-2
CCRE
104 West 190th Street
Multifamily
$3,225,000
 
60
75.0%
1.49x
9.0%
A-2
CCRE
1354 Commonwealth
Multifamily
$2,925,000
 
60
75.0%
1.37x
8.4%
(1)
This table identifies loans with balloon payments due during the principal paydown window assuming 0% CPR and no losses for the indicated Certificates. 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. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
5

 
 
COMM 2012-CCRE5 Mortgage Trust
 
TRANSACTION HIGHLIGHTS
 
$1,133,665,560 (Approximate) New–Issue Multi–Borrower CMBS:
 
 
Overview: The mortgage pool consists of 63 fixed–rate commercial and multifamily loans that have an aggregate Cut–off Date balance of $1,133,665,560 (the “Initial Outstanding Pool Balance”), have an average Cut–off Date Balance of $17,994,691 per Mortgage Loan and are secured by 98 Mortgaged Properties located throughout 24 states.
 
 
LTV: 63.8% weighted average Cut–off Date LTV and 53.3% weighted average Maturity Date LTV.
 
 
DSCR: 1.88x weighted average Debt Service Coverage Ratio, based on Underwritten NOI. 1.75x weighted average Debt Service Coverage Ratio, based on Underwritten NCF.
 
 
Debt Yield: 11.2% weighted average debt yield, based on Underwritten NOI. 10.4% 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, Class A–3 and Class A–4 Certificates in the aggregate, which are rated AAA(sf) / Aaa(sf) by Fitch/Moody’s.
 
Loan Structural Features:
 
 
Amortization: 91.7% of the Mortgage Loans by Cut–off Date Balance have scheduled amortization:
 
70.1% of the Mortgage Loans by Cut–off Date Balance have amortization for the entire term with a balloon payment due at Maturity.
 
21.6% 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.
 
Hard Lockboxes: 65.9% of the Mortgage Loans by Cut–off Date Balance have Hard Lockboxes in place.
 
Cash Traps: 73.7% 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: 56 Mortgage Loans representing 80.4% of the total Cut–off Date Balance.
 
Insurance Reserves: 46 Mortgage Loans representing 54.8% of the total Cut–off Date Balance.
 
Replacement Reserves (Including FF&E Reserves): 56 Mortgage Loans representing 71.7% of the total Cut–off Date Balance.
 
Tenant Improvement / Leasing Commissions: 29 Mortgage Loans representing 70.6% of the total allocated Cut–off Date Balance of office, retail, mixed use and industrial properties only.
 
 
Defeasance: 92.7% of the Mortgage Loans by Cut–off Date Balance permit defeasance after a lockout period and prior to an open period.
 
 
Yield Maintenance: 7.3% of the Mortgage Loans by Cut–off Date Balance permit prepayment only with a Yield Maintenance Charge, following the respective lockout period and prior to an open period.
 
Multiple–Asset Types > 5.0% of the Total Pool:
 
 
Retail: 32.7% of the Mortgaged Properties by allocated Cut–off Date Balance are retail properties (30.5% of the Mortgaged Properties are anchored retail properties, including single tenant properties).
 
 
Office: 31.6% of the Mortgaged Properties by allocated Cut–off Date Balance are office properties.
 
 
Multifamily: 13.6% of the Mortgaged Properties by allocated Cut-off Date Balance are multifamily properties.
 
 
Hospitality: 8.7% of the Mortgaged Properties by allocated Cut–off Date Balance are hospitality properties.
 
 
Self Storage: 6.8% of the Mortgaged Properties by allocated Cut-off Date Balance are self storage properties.
 
Geographic Diversity: The 98 Mortgaged Properties are located throughout 24 states, with only four states having greater than or equal to 10.0% by allocated Cut–off Date Balance: New York (20.4%), Pennsylvania (16.5%), California (11.2%) and Florida (10.0%).
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
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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, Class A–2, Class A–3, Class A-4 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, Class G and Class H 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 H 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–3, Class A–4 and Class A–SB Certificates, 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, Class G and Class H Certificates, in that order, in each case until the Certificate Balance of each such Class or trust component 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, Class A–3, Class A–4 and the Class A–M Certificates (without regard to any exchange of Class A-M, Class B and Class C Certificates for Class PEZ Certificates); 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 Certificates (without regard to any exchange of Class A-M, Class B and Class C Certificates for Class PEZ Certificates).
 
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–3, Class A–4, Class X–A and Class X–B Certificates, 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
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
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correspondingly to the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests of the accrued and 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, Class G and Class H 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 A–3, Class A–4, Class A–M, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates for each Distribution Date will equal one of: (i) a fixed per annum 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) a rate equal to 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, Class A–3, Class A–4 and Class A–M Certificates (based on their Certificate Balances and without regard to any exchange of Class A–M, Class B and Class C Certificates for Class PEZ Certificates), as further described in the Free Writing Prospectus and (B) with respect to the Class X–B Certificates, the pass–through rate of the Class B Certificates, as further described in the Free Writing Prospectus.
  
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 of the interest–bearing certificate classes.
 
Loss Allocation:
Losses will be allocated to each Class of Certificates in reverse alphabetical order starting with Class H through and including Class D, 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 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–3, Class A–4 and Class A–SB Certificates on a pro rata basis based on the Certificate Balance of each such class. The notional amount of either Class
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
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  of Class X Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates 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–3, Class A–4, Class A–SB, Class D and Class E Certificates and the Class A-M trust component, the Class B trust component and the Class C trust component (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 or trust component 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-3, Class A-4, Class A-SB, Class D and Class E Certificates 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 of Certificates or trust component 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 Certificates 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.
   
  All prepayment premiums (either fixed prepayment premiums or yield maintenance amount) allocated in respect of (i) the Class A-M trust component as described above will be allocated between 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, (ii) the Class B trust component as described above will be allocated between the Class B Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class B trust component, and (iii) the Class C trust component as described above will be allocated between the Class C Certificates and the Class PEZ Certificates, pro rata, based on their respective percentage interests in the Class C trust component.
   
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.
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
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Loan Combinations:
The Mortgaged Property identified on Annex A–1 to the Free Writing Prospectus as Harmon Corner secures a Mortgage Loan (the “Harmon Corner Mortgage Loan”) with an outstanding principal balance as of the Cut–off Date of $74,895,512, representing approximately 6.6% 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 $34,951,239, is not part of the mortgage pool and is currently held by Cantor Commercial Real Estate Lending, L.P. The Harmon Corner Mortgage Loan and related companion loan are pari passu in right of payment and collectively are referred to herein as the “Harmon Corner Loan Combination.”  The Harmon Corner pari passu companion loan may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement).
 
The Harmon Corner Loan Combination will be serviced pursuant to the pooling and servicing agreement related to this transaction and the related intercreditor agreement.  For additional information regarding the Harmon Corner Loan Combination, see “Description of the Mortgage Pool—Loan Combinations—The Harmon Corner Loan Combination” in the Free Writing Prospectus.
 
The Mortgaged Property identified on Annex A–1 to the Free Writing Prospectus as Eastview Mall and Commons secures a Mortgage Loan (the “Eastview Mall and Commons Mortgage Loan”) with an outstanding principal balance as of the Cut–off Date of $90,000,000, representing approximately 7.9% 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 $120,000,000, is not part of the mortgage pool and is currently held by the COMM 2012–CCRE4 Mortgage Trust.  The Eastview Mall and Commons Mortgage Loan and related companion loan are pari passu in right of payment and are collectively referred to herein as the “Eastview Mall and Commons Loan Combination.” The Eastview Mall and Commons Loan Combination is being serviced pursuant to the pooling and servicing agreement related to the COMM 2012-CCRE4 transaction and the related intercreditor agreement.  For additional information regarding the Eastview Mall and Commons Loan Combination, see “Description of the Mortgage Pool—Loan Combinations—The Eastview Mall and Commons Loan Combination” in the Free Writing Prospectus.
 
The Mortgaged Property identified on Annex A-1 to the Free Writing Prospectus as The Nolitan secures a mortgage loan (“The Nolitan Mortgage Loan”) with an outstanding principal balance as of the Cut-off Date of $17,000,000, representing approximately 1.5% of the Initial Outstanding Pool Balance, that also secures on a subordinate basis one companion loan that has an outstanding principal balance as of the Cut-Off Date of $3,000,000, is not part of the mortgage pool. The subordinate companion loan will be subordinate in right of payment to The Nolitan Mortgage Loan.   The holder of The Nolitan subordinate companion loan has certain rights with respect to The Nolitan Mortgage Loan as described under “Description of the Mortgage Pool—Loan Combinations—The Nolitan Loan Combination” in the Free Writing Prospectus.  The pooling and servicing agreement for this transaction will govern the servicing of The Nolitan Mortgage Loan and its corresponding subordinate companion loan.  The Nolitan Mortgage Loan and the related subordinate companion loan are collectively referred to herein as “The Nolitan Loan Combination”.
 
Control Rights:
Other than with respect to the Eastview Mall and Commons Loan Combination, 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
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
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  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 Eastview Mall and Commons Loan Combination is the directing holder of the COMM 2012-CCRE4 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 Emerald Square Loan Combination. The directing holder of the Eastview Mall and Commons Loan Combination is referred to herein as a “Loan Combination Directing Holder”.  See also “Description of the Mortgage Pool—Loan Combinations” in the Free Writing Prospectus.
   
Control Eligible Certificates:
Class F, Class G and Class H 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 H Certificates.
 
The holder of the control rights with respect to the Eastview Mall and Commons Loan Combination will be the related Loan Combination Directing Holder.
 
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.
 
Directing Holder:
It is expected that an entity controlled by Eightfold Real Estate Capital Fund II, L.P., a Delaware limited partnership, will be the initial Directing Holder (for each Mortgage Loan other than the Eastview Mall and Commons Mortgage Loan) and will also own 100% of the Class F, Class G and Class H Certificates as of the Settlement Date.
 
The directing holder with respect to the Eastview Mall and Commons Loan Combination will be the related Loan Combination Directing Holder.  The Loan Combination Directing Holder of the Eastview Mall and Commons Loan Combination will initially be the directing holder of the COMM 2012-CCRE4 Mortgage Trust.
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
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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 Eastview Mall and Commons 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 for this transaction.
 
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 Eastview Mall and Commons 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 for this transaction.
 
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 Eastview Mall and Commons Loan Combination, 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
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
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COMM 2012-CCRE5 Mortgage Trust  
 
STRUCTURE OVERVIEW
 
 
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.
 
For purposes of the voting rights described above, the Class A-M, Class B, Class PEZ and Class C Certificates will be allocated voting rights in accordance with their respective percentage interests in the applicable Class A-M, Class B and Class C trust components as described in the Free Writing Prospectus.
 
With respect to the Eastview Mall and Commons Loan Combination, 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 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
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
13

 
 
COMM 2012-CCRE5 Mortgage Trust  
 
STRUCTURE OVERVIEW
 
  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 disclose in the Certificateholders’ monthly distribution date statement any compensation or other remuneration the Special Servicer or its affiliates have received from any person.
   
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 Eastview Mall and Commons Loan Combination.
 
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. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
14

 
 
COMM 2012-CCRE5 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.)
U/W
NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
$2,925,000
-
$9,999,999
32
$194,309,571       
17.1%
 
4.5875%
 
95
 
1.69x
 
66.6%
 
56.8%
 
$10,000,000
-
$24,999,999
18
$286,659,197       
25.3%
 
4.5918%
 
113
 
1.64x
 
67.1%
 
54.8%
 
$25,000,000
-
$39,999,999
6
$185,811,680       
16.4%
 
4.3978%
 
99
 
1.62x
 
66.0%
 
54.4%
 
$40,000,000
-
$54,999,999
1
$52,500,000       
4.6%
 
4.0105%
 
120
 
1.42x
 
68.5%
 
59.3%
 
$55,000,000
-
$69,999,999
3
$179,489,599       
15.8%
 
4.1779%
 
120
 
1.74x
 
67.3%
 
53.9%
 
$70,000,000
-
$90,000,000
3
$234,895,512       
20.7%
 
4.1619%
 
119
 
2.13x
 
52.0%
 
45.8%
 
Total/Weighted Average
63
$1,133,665,560       
100.0%
 
4.3777%
 
110
 
1.75x
 
63.8%
 
53.3%
 
 
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.)
U/W
NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
3.5385%
-
4.2499%
15
$478,526,196
42.2%
3.9638%
115
1.86x
59.6%
48.3%
4.2500%
-
4.4999%
17
$229,509,165
20.2%
4.3638%
102
1.61x
72.7%
61.7%
4.5000%
-
4.7499%
15
$253,879,968
22.4%
4.6142%
112
1.77x
62.4%
54.3%
4.7500%
-
5.7500%
16
$171,750,230
15.1%
5.2001%
105
1.63x
65.6%
54.5%
Total/Weighted Average
63
$1,133,665,560   
100.0%  
4.3777%
110
1.75x
63.8%
53.3%
 
Property Type Distribution(1)(2)
 
Property Type
Number of
Mortgaged
Properties
Aggregate
Cut–off
Date Balance
% of Initial
Outstanding
Pool
Balance
Number
of Units, Rooms,
or NRA
Weighted Averages
 
Cut–off Date
Balance per
Unit/Room/
NRA
Mortgage
Rate
Stated
Remaining
Term (Mos.)
Occupancy
U/W NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
Retail
27
$370,214,995
 32.7%
3,271,153      
$461      
4.5261%
113
93.3%      
1.86x
60.5%
52.3%
Anchored(3)
14
$345,525,355
 30.5%
2,868,771      
$486      
4.4901%
113
93.5%      
1.89x
59.8%
51.8%
Unanchored
13
$24,689,640
   2.2%
402,382      
$110      
5.0303%
111
90.9%      
1.53x
70.4%
59.5%
Office
14
$358,508,895
 31.6%
2,439,559      
$170      
4.1544%
112
94.7%      
1.82x
63.5%
51.7%
CBD
5
$212,281,665
 18.7%
1,480,368      
$147      
4.0499%
120
92.0%      
1.91x
61.6%
49.2%
Suburban
8
$112,227,230
   9.9%
838,191      
$179      
4.3609%
115
98.1%      
1.62x
70.4%
58.2%
Data Center
1
$34,000,000
   3.0%
121,000      
$281      
4.1250%
60
100.0%      
1.95x
52.3%
45.8%
Multifamily
13
$154,664,500
 13.6%
1,547      
$179,138      
4.2209%
105
96.0%      
1.48x
70.1%
60.3%
Hospitality
9
$98,363,517
   8.7%
1,304      
$111,370      
4.8764% 
85
73.4%      
1.89x
60.0%
51.8%
Full Service
5
$70,779,557
   6.2%
896      
$126,657      
4.7850%
86
74.1%      
1.91x
58.9%
51.3%
Limited Service
3
$18,583,961
   1.6%
294      
$68,852      
5.1405%
92
67.3%      
1.72x
61.2%
50.2%
Extended Stay
1
$9,000,000
   0.8%
114      
$78,947      
5.0500%
60
80.9%      
2.08x
66.2%
58.9%
Self Storage
30
$76,888,000
   6.8%
2,135,664      
$52      
4.5850%
120
81.9%      
1.54x
69.4%
52.9%
Other
1
$34,945,684
   3.1%
NAP      
NAP      
3.5800%
119
NAP      
1.52x
71.3%
55.9%
Mixed Use
3
$33,379,968
   2.9%
370,755      
$118,223      
4.7208%
120
75.0%      
1.46x
63.8%
50.9%
Retail/Office
2
$21,629,968
   1.9%
370,720      
$76      
4.7205%
120
82.6%      
1.41x
63.7%
51.4%
Hospitality/Retail
1
$11,750,000
   1.0%
35      
$335,714      
4.7215%
120
61.0%      
1.55x
63.9%
49.9%
Industrial
1
$6,700,000
   0.6%
154,000      
$44      
4.5000%
120
100.0%      
1.34x
69.8%
51.2%
Total/Weighted Average
98
$1,133,665,560
100.0%
   
4.3777%
110
88.2%      
1.75x
63.8%
53.3%
 
Geographic Distribution(1)(2)
State/Location
Number of
Mortgaged
Properties
Aggregate Cut–off
Date Balance
 
% of Initial
Outstanding
Pool
Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)
U/W NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
New York
13
$230,751,004     
20.4%     
4.2648%
104
2.10x
53.6%
49.6%
Pennsylvania
  6
$187,325,000     
16.5%     
4.1114%
109
1.66x
68.2%
57.6%
California
  8
$127,222,030     
11.2%     
4.5752%
119
1.53x
69.0%
55.4%
Northern(4)
  6
$110,744,508     
9.8%     
4.5685%
119
1.51x
69.9%
56.5%
Southern(4)
  2
$16,477,522     
1.5%     
4.6205%
120
1.73x
62.9%
48.3%
Florida
14
$113,480,033     
10.0%     
4.4715%
118
1.50x
67.5%
53.2%
Nevada
  1
$74,895,512     
6.6%     
4.1880%
119
1.63x
61.8%
49.5%
Washington
 2
$66,700,000     
5.9%     
4.0352%
120
2.05x
54.3%
43.3%
Other
54 
$333,291,980     
29.4%     
4.6095%
105
1.70x
67.5%
55.4%
Total/Weighted Average
98 
$1,133,665,560     
100.0%     
4.3777%
110
1.75x
63.8%
53.3%
(1)  
With respect to the Eastview Mall and Commons loan and the Harmon Corner loan, LTV, DSCR and Cut–off Date Balance per Unit/Room/NRA calculations include the related pari passu companion loan. With respect to the La Curacao Business Center loan, LTV calculations are based on the mortgage loan balance net of an earnout reserve. With respect to The Nolitan loan, LTV, DSCR and Debt Yield calculations are based on the Mortgage Loan included in the mortgage pool and without regard to the related subordinate companion loan not included in the mortgage pool.
(2)  
Reflects allocated loan amount for properties securing multi–property Mortgage Loans.
(3)  
Includes anchored, single tenant and shadow anchored properties.
(4)  
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. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
15

 
 
COMM 2012-CCRE5 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.)
U/W NCF
DSCR
Cut–off
Date
LTV Ratio
LTV Ratio
at Maturity
35.0%
-
49.9%
  1
     $70,000,000
6.2%     
3.5385%
120
2.61x
35.0%
27.3%
50.0%
-
54.9%
  7
   $131,854,339
11.6%     
4.2017%
 91
2.08x
51.4%
43.4%
55.0%
-
59.9%
  5
   $121,426,004
10.7%     
4.6022%
116
2.05x
57.4%
54.7%
60.0%
-
64.9%
13
   $217,441,921
19.2%     
4.5106%
106
1.73x
62.7%
51.6%
65.0%
-
69.9%
12
   $199,753,839
17.6%     
4.5542%
117
1.53x
67.6%
54.4%
70.0%
-
76.9%
25
   $393,189,457
34.7%     
4.3537%
112
1.52x
73.8%
61.1%
Total/Weighted Average
63
$1,133,665,560
100.0%     
4.3777%
110
1.75x
63.8%
53.3%
                 
 
Distribution of LTV Ratios at Maturity (1)
Range of LTV Ratios
at Maturity
Number of
Mortgage Loans
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)
U/W NCF
DSCR
Cut–off
Date
LTV Ratio
LTV Ratio
at Maturity
27.3%
-
49.9%
21
   $424,866,703
37.5%     
4.2033%
111
1.93x
54.7%
43.5%
50.0%
-
54.9%
  5
     $49,805,560
4.4%     
4.9633%
115
1.65x
66.6%
52.5%
55.0%
-
59.9%
18
   $423,504,589
37.4%     
4.4514%
110
1.71x
66.9%
57.8%
60.0%
-
70.4%
19
   $235,488,707
20.8%     
4.4361%
108
1.53x
74.1%
63.0%
Total/Weighted Average
63
$1,133,665,560
100.0%     
4.3777%
110
1.75x
63.8%
53.3%
 
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.)
U/W NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
1.30x
-
1.34x
4
    $44,726,004
3.9%     
4.6006%
115
1.31x
68.1%
50.6%
1.35x
-
1.39x
4
    $40,625,000
3.6%     
4.7112%
102
1.37x
67.4%
56.9%
1.40x
-
1.49x
15  
  $283,010,235
25.0%     
4.5998%
114
1.46x
71.6%
59.9%
1.50x
-
1.59x
7
    $81,701,495
7.2%     
4.0727%
119
1.53x
70.1%
55.8%
1.60x
-
1.69x
9
  $211,252,078
18.6%     
4.2497%
115
1.62x
69.3%
56.7%
1.70x
-
1.79x
7
    $95,089,622
8.4%     
4.3766%
102
1.76x
64.3%
52.1%
1.80x
-
1.99x
7
    $97,971,569
8.6%     
4.5305%
  74
1.90x
55.6%
48.3%
2.00x
-
2.61x
10  
  $279,289,557
24.6%     
4.2014%
116
2.28x
51.4%
45.2%
Total/Weighted Average
63  
$1,133,665,560
100.0%     
4.3777%
110
1.75x
63.8%
53.3%
 
Distribution of Original Terms to Maturity (1)
Range of Original Terms
to Maturity
Number of
Mortgage Loans
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)
U/W NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
60
17
  $173,900,504
  15.3%
4.4918%
 60
1.76x
62.1%
56.3%
120
46
  $959,765,056
  84.7%
4.3571%
119
1.75x
64.1%
52.7%
Total/Weighted Average
63
$1,133,665,560
100.0%
4.3777%
110
1.75x
63.8%
53.3%
 
Distribution of Remaining Terms to Maturity (1)
Range of Remaining Terms
to Maturity
Number of
Mortgage Loans
Aggregate Cut–off
Date Balance
% of Initial
Outstanding
Pool Balance
Weighted Averages
Mortgage Rate
Stated
Remaining Term
(Mos.)
U/W NCF
DSCR
Cut–off Date
LTV Ratio
LTV Ratio
at Maturity
58
-
60
17
   $173,900,504
15.3%
4.4918%
  60
1.76x
62.1%
56.3%
115
-
120
46
   $959,765,056
 84.7%
4.3571%
119
1.75x
64.1%
52.7%
 Total/Weighted Average
63
$1,133,665,560
100.0%
4.3777%
110
1.75x
63.8%
53.3%
(1)  
With respect to the Eastview Mall and Commons loan and the Harmon Corner loan, LTV, DSCR and Cut–off Date Balance per Unit/Room/NRA calculations include the related pari passu companion loan. With respect to the La Curacao Business Center loan, LTV calculations are based on the mortgage loan balance net of an earnout reserve. With respect to The Nolitan loan, LTV, DSCR and Debt Yield calculations are based on the Mortgage Loan included in the mortgage pool and without regard to the related subordinate companion loan not included in the mortgage pool.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
16

 
 
COMM 2012-CCRE5 Mortgage Trust
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Ten Largest Mortgage Loans or Groups of Cross-Collateralized 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/
NRA
Cut–off Date
LTV Ratio
U/W
NCF DSCR
U/W NOI 
Debt Yield
Eastview Mall and Commons
GACC
Victor, NY
Retail
$90,000,000
7.9%
$259
57.1%
2.17x
10.3%
Harmon Corner
CCRE
Las Vegas, NV
Retail
$74,895,512
6.6%
$1,644
61.8%
1.63x
  9.7%
200 Varick Street
CCRE
New York, NY
Office
$70,000,000
6.2%
$163
35.0%
2.61x
14.9%
Metroplex
GACC
Los Angeles, CA
Office
$64,414,599
5.7%
$159
74.6%
1.49x
10.0%
Widener Building
CCRE
Philadelphia, PA
Office
$59,175,000
5.2%
$130
75.0%
1.60x
  9.9%
Parkway Super Center
GACC
Tukwila, WA
Retail
$55,900,000
4.9%
$122
50.8%
2.19x
13.4%
777 South Broad
CCRE
Philadelphia, PA
Multifamily
$52,500,000
4.6%
$359,589
68.5%
1.42x
  8.3%
Ritz-Carlton South Beach Leased Fee
GACC
Miami Beach, FL
Other
$34,945,684
3.1%
NAP
71.3%
1.52x
  8.3%
Vanguard Data Center
GACC
Philadelphia, PA
Office
$34,000,000
3.0%
$281
52.3%
1.95x
13.1%
iStorage Portfolio
CCRE
Various, Various
Self Storage
$31,000,000
2.7%
$29
68.8%
1.31x
  9.8%
Total/Weighted Average:
     
$566,830,795
50.0% 
 
60.5%
1.85x
10.9%
(1) 
With respect to the Eastview Mall and Commons loan and Harmon Corner loan, LTV, DSCR, debt yield and Cut–off Date Balance per Unit/Room/NRA calculations include the related pari passu companion loan.
 
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
Eastview Mall and Commons
$90,000,000
$120,000,000
$210,000,000
COMM 2012–CCRE4
Wells Fargo
Torchlight Loan Services
COMM 2012-CCRE4
Harmon Corner
$74,895,512
  $34,951,239
$109,846,751
COMM 2012–CCRE5
Midland Loan Services
Midland Loan Services
COMM 2012-CCRE5
 
Existing Subordinate Debt Summary
 
Mortgage Loan
 
Mortgage Loan
Cut–off Date Balance
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
The Nolitan
$17,000,000
$3,000,000
1.83x
1.25x
51.5%
60.6%
12.1%
10.3%
 
Existing Mezzanine Debt Summary
 
Mortgage Loan
Mortgage Loan
Cut–off Date Balance
Mezzanine
Cut–off Date
Balance
Trust
U/W NCF
DSCR(1)(2)
Total Debt
U/W NCF
DSCR(1)(2)
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
777 South Broad
$52,500,000
$7,750,000
1.42x
1.12x
68.5%
78.7%
8.3%
7.2%
Holiday Village Mall
$29,000,000
$7,000,000
1.79x
1.46x
64.4%
80.0%
13.6%
10.9%
Carolina Storage Centres Portfolio
$18,300,000
$3,250,000
1.46x
1.07x
69.4%
81.7%
10.6%
9.0%
(1)  
With respect to Holiday Village Mall, so long as KeyBank National Association holds the mezzanine debt, the annual interest rate on the mezzanine loan will be 6.000%, otherwise it will be 14.000%. All DSCR figures above reflect the 6.000% annual interest rate as of the Cut-off Date.
(2)  
With respect to Carolina Storage Centres Portfolio, the annual interest rate on the mezzanine loan is 12.000% plus 2.000% PIK and after the 61st payment date through maturity date, 18.000%. All DSCR figures above reflect the 14.000% annual interest rate as of the Cut-off Date.
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
17

 
 
COMM 2012-CCRE5 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
Eastview Mall and Commons(2)
GACC
Victor, NY
Retail
$90,000,000
7.9%
MSC 2004-HQ4, PNCMA 2001-C1
200 Varick Street
CCRE
New York, NY
Office
$70,000,000
6.2%
WBCMT 2005-C17
Ritz-Carlton South Beach Leased Fee
GACC
Miami Beach, FL
Other
$34,945,684
3.1%
COMM 2003-LNB1A
Quaker Park
GACC
Conshohocken, PA
Office
$29,000,000
2.6%
PCMT 2003-PWR1
Belvedere Plaza
CCRE
Decatur, GA
Retail
$18,500,000
1.6%
GECMC 2004-C3
DoubleTree Columbus
CCRE
Columbus, OH
Hospitality
$9,500,000
0.8%
WBCMT 2007-WHL8
Abby Mini Storage
CCRE
Miami, FL
Self Storage
$8,988,000
0.8%
GECMC 2006-C1
Brigantine Town Center
CCRE
Brigantine, NJ
Retail
$8,500,000
0.7%
JPMCC 2003-ML1A
The Granada Buildings
CCRE
Los Angeles, CA
Office
$5,992,066
0.5%
LBUBS 2003-C1
Total
     
$275,425,750
24.3%
 
(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)  
For the Eastview Mall and Commons loan, the Eastview Mall portion of the mortgaged property was securitized in MSC 2004-HQ4. The Eastview Commons portion of the mortgaged property was securitized in PNCMA 2001-C1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
18

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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19

 
7979 Pittsford-Victor Road and 7550 Commons Boulevard
Victor, NY 14564
Collateral Asset Summary – Loan No. 1
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
 
 
(GRAPHIC)
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
20

 
 
7979 Pittsford-Victor Road and 7550 Commons Boulevard
Victor, NY 14564
Collateral Asset Summary – Loan No. 1
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
           
Mortgage Loan Information
 
Property Information
Loan Seller:
GACC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
 
Property Type:
Super Regional Mall
Sponsor:
Rochester Malls, LLC
 
Collateral(4):
Fee Simple/Leasehold
Borrower:
Eastview Mall, LLC
 
Location:
Victor, NY
Original Balance:
$90,000,000
 
Year Built / Renovated:
1971, 1998 / 1995, 2003
Cut-off Date Balance:
$90,000,000
 
Total Sq. Ft.:
1,729,853
% by Initial UPB:
7.9%
 
Total Collateral Sq. Ft.(5):
811,671
Interest Rate:
4.6250%
 
Property Management:
Wilmorite Management Group, LLC
Payment Date:
6th of each month
 
Underwritten NOI:
$21,535,429
First Payment Date:
October 6, 2012
 
Underwritten NCF:
$21,352,529
Maturity Date:
September 6, 2022
 
Appraised Value(6):
$368,000,000
Amortization:
Interest Only
 
Appraisal Date:
July 7, 2012
Additional Debt(1):
$120,000,000 Pari Passu Debt
     
Call Protection:
L(27), D(89), O(4)
 
Historical NOI
Lockbox / Cash Management:
Hard / In Place
 
TTM NOI:
$19,590,952 (T-12 May 31, 2012)
       
2011 NOI:
$18,838,827 (December 31, 2011)
Reserves(2)
 
2010 NOI:
$19,006,318 (December 31, 2010)
 
Initial
Monthly
 
2009 NOI:
$17,962,929 (December 31, 2009)
Taxes:
$1,154,679
$131,255
     
Insurance:
$0
Springing
 
Historical Occupancy(7)
CapEx & TI/LC:
$0
Springing
 
Current Occupancy(8)(9):
93.9% (June 26, 2012)
PIF/CapEx Funds:
$8,000,000
$0
 
2011 Occupancy:
94.3% (December 31, 2011)
Von Maur Expenditure:
$4,000,000
$0
 
2010 Occupancy:
94.6% (December 31, 2010)
       
2009 Occupancy:
93.4% (December 31, 2009)
Financial Information(3)
 
2008 Occupancy:
92.7% (December 31, 2008)
Cut-off Date Balance / Sq. Ft.:
$259
   
2007 Occupancy:
96.4% (December 31, 2007)
Balloon Balance / Sq. Ft.:
$259
       
Cut-off Date LTV:
57.1%
   
(1)   The Original Balance of $90.0 million represents the Note A-2 of a $210.0 million whole loan evidenced by two pari passu notes. The pari passu companion loan is comprised of Note A-1, with an original principal amount of $120.0 million, which was included in the COMM 2012-CCRE4 securitization.
(2)   See “Initial Reserves” and “Ongoing Reserves” herein.
(3)   DSCR, LTV, Debt Yield and Balance / Sq. Ft. calculations are based on the aggregate Eastview Mall and Commons Loan Combination.
(4)   A portion of the Eastview Mall and Commons Property is under a ground lease with the Town of Victor in connection with a tax incremental financing agreement. The agreement is scheduled to expire in 2014, at which time the city of Victor will convey the portion back to the borrower. See “TIF Financing” herein.
(5)   Total Collateral Sq. Ft. excludes JCPenney, Lord & Taylor, Macy’s, Sears, Von Maur, Target and Home Depot, which are not part of the collateral. The Von Maur space, consisting of 140,000 sq. ft., is currently under construction and is expected to open in fall 2013.
(6)   The Appraised Value of $368.0 million includes an allocation of $11.0 million to the Eastview Commons portion of the Eastview Mall and Commons Property.
(7)   Historical Occupancy is based on Total Collateral Sq. Ft.
(8)   Current Occupancy excludes a 6,925 sq. ft. portion of The Gap/Gap Kids, which is expected to be vacated in January 2013.
(9)   Based on Total Sq. Ft. of 1,729,853, Current Occupancy is 97.1% as of June 26, 2012.
Balloon LTV:
57.1%
   
Underwritten NOI DSCR:
2.19x
   
Underwritten NCF DSCR:
2.17x
   
Underwritten NOI Debt Yield:
10.3%
   
Underwritten NCF Debt Yield:
10.2%
   
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
 
 
 
 

The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
21

 
 
7979 Pittsford-Victor Road and 7550 Commons Boulevard
Victor, NY 14564
Collateral Asset Summary – Loan No. 1
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
 
Eastview Mall Anchor and Major Tenant Summary
Tenant Mix
Ratings
(Fitch/Moody’s/S&P)(1)
 
Total Sq. Ft.
 
% of Total Collateral
GLA
 
Lease 
Expiration
 
Total Sales
(000s)(2)
 
Sales PSF(2)
 
Occupancy
Cost(2)
                           
Non-Collateral Anchor Tenants
                         
Macys
BBB/Baa3/BBB
 
168,900
 
NAP
 
NAP
 
$32,000
 
$189
 
NAP
JCPenney
B+/NR/BB+
 
141,992
 
NAP
 
NAP
 
$23,000
 
$162
 
NAP
Von Maur(3)
NR/NR/NR
 
140,000
 
NAP
 
NAP
 
NAP
 
NAP
 
NAP
Sears
CCC/B3/CCC+
 
123,000
 
NAP
 
NAP
 
$25,000
 
$203
 
NAP
Lord & Taylor
NR/NR/NR
 
88,787
 
NAP
 
NAP
 
$18,000
 
$203
 
NAP
Total Non-Collateral Anchors
 
662,679
         
$98,000
 
$187
   
                           
Collateral Anchors
                         
Regal Cinemas
B-/B3/B+
 
76,230
 
10.5%
 
2/28/2026
 
   $4,425
 
$340,355(4)
 
        19.7%
                           
Major Tenants (>10,000 sq. ft.)
                         
Forever 21(5)
NR/NR/NR
 
45,778
 
6.3%
 
8/31/2021
 
NAP
 
NAP
 
NAP
H&M
NR/NR/NR
 
18,690
 
2.6%
 
1/31/2013
 
$3,288
 
$176
 
27.5%
Pottery Barn
NR/NR/NR
 
12,769
 
1.8%
 
1/31/2016
 
$3,900
 
$305
 
10.0%
The Gap/Gap Kids(6)
BBB-/Baa3/BB+
 
12,125
 
1.7%
 
12/31/2022
 
$4,140
 
$217
 
19.0%
Eckerd
CCC/Caa2/B-
 
11,033
 
1.5%
 
1/31/2015
 
NAP
 
NAP
 
NAP
Victoria’s Secret
BB+/Ba1/BB+
 
10,782
 
1.5%
 
1/31/2018
 
$7,151
 
$663
 
7.6%
Anthropologie(7)
NR/NR/NR
 
10,500
 
1.4%
 
1/31/2020
 
$3,308
 
$315
 
NAP
Subtotal Major Tenants
   
121,677
 
16.8%
     
$21,788
 
$303
 
14.2%
                           
In-line Tenants (<10,000 sq. ft.)
 
315,564
 
43.5%
     
$110,105
 
$420
 
13.1%
Apple
NR/NR/NR
 
3,614
 
0.5%
 
   1/31/2016
 
$31,114
 
$8,609
 
0.6%
Total In-line Tenants
   
319,178
 
44.0%
     
$141,219
 
$531
 
10.3%
                           
Outparcel
   
145,076
 
20.0%
     
$20,413
 
$250
 
8.5%
Restaurant / Food Court
   
16,884
 
2.3%
     
$5,763
 
$456
 
18.0%
Kiosk
   
1,109
 
0.2%
     
$1,443
 
$2,797
 
8.8%
Storage
   
4,565
 
0.6%
     
NAP
 
NAP
 
NAP
Total Occupied Collateral
   
684,719
 
94.4%
               
                           
Vacant
   
40,584
 
5.6%
               
Total Collateral Sq. Ft.
   
725,303
 
100.0%
               
                           
(1)
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
(2)
Total Sales (000s), Sales PSF and Occupancy Cost are based on T-12 May 2012 sales provided by the borrower and only include tenants reporting a full 12 months of sales. Sales figures for Macy’s, JCPenney, Sears and Lord & Taylor are based upon management estimates provided to the borrower.
(3)
The Von Maur store is a former Bon Ton store and is currently under construction. The space is expected to be completed in fall 2013. A $4.0 million reserve was established at closing in connection with the Von Maur space.
(4)
Sales PSF for Regal Cinemas are reflected as sales per screen based on thirteen screens.
(5)
Forever 21 has the right to terminate its lease with at least three months notice and a fee equal to 50% of the unamortized portion of the tenant allowance, if gross sales during its 7th lease year (2017-2018) are less than $8,000,000.
(6)
The Gap/Gap Kids occupies 19,050 sq. ft., but will be downsizing to approximately 12,125 sq. ft. in January 2013. Sales PSF for The Gap/Gap Kids is based on 19,050 sq. ft.  The Gap/Gap Kids has been underwritten based on 12,125 sq. ft.
(7)
Anthropologie pays percentage rent in lieu of base rent equal to 6.0% of annual sales. In addition, Anthropologie has the right to terminate its lease, with at least three months notice, if its annual gross sales during any calendar year from 2011-2013 are less than $4,250,000.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
22

 
 
7979 Pittsford-Victor Road and 7550 Commons Boulevard
Victor, NY 14564
Collateral Asset Summary – Loan No. 1
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
 
Eastview Commons Anchor and Major Tenant Summary
 
Ratings 
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
% of Net
Rentable Area
% of Total
U/W Base Rent
Lease
Expiration
Total Sales (000s)
Sales PSF
Occupancy Cost
Non-Collateral Anchors
               
Target
A-/A2/A+
132,003
NAP
NAP
NAP
NAP
NAP
NAP
Home Depot
A-/A3/A-
123,500
NAP
NAP
NAP
NAP
NAP
NAP
Total Non-Collateral Anchors
 
255,503
           
                 
Major Tenants
               
Best Buy
BB+/Baa2/BB+
34,996
40.5%
23.7%
1/31/2021
NAP
NAP
NAP
Staples
BBB/Baa2/BBB
24,100
27.9%
42.8%
2/28/2015
NAP
NAP
NAP
Old Navy
BBB-/Baa3/BB+
18,172
21.0%
33.4%
1/31/2019
NAP
NAP
NAP
Total Major Tenants
 
77,268
89.5%
100.0%
       
                 
Vacant
 
9,100
10.5%
         
Total Collateral Sq. Ft.
 
 86,368
100.0%
         
                 
(1)
Certain ratings are those of the parent company, regardless of whether the parent company guarantees the lease.
 
Lease Rollover Schedule(1)
Year
# of
Leases
Expiring
 
Total
Expiring
Sq. Ft.
 
% of Total Sq.
Ft. Expiring
 
Cumulative
Sq. Ft.
Expiring
 
Cumulative % of
Sq. Ft. Expiring
 
Annual U/W
Base Rent
Per Sq. Ft.
 
% U/W
Base Rent
Rolling
 
Cumulative %
of U/W
Base Rent
MTM
0
 
0
 
0.0%
 
0
 
0.0%
 
$0.00
 
0.0%
 
0.0%
2012
8
 
7,148
 
0.9%
 
7,148
 
0.9%
 
$42.08
 
1.8%
 
1.8%
2013
16
 
58,400
 
7.2%
 
65,548
 
8.1%
 
$33.79
 
11.6%
 
13.4%
2014
13
 
49,591
 
6.1%
 
115,139
 
14.2%
 
$21.20
 
6.2%
 
19.6%
2015
22
 
99,305
 
12.2%
 
214,444
 
26.4%
 
$23.94
 
14.0%
 
33.6%
2016
33
 
95,300
 
11.7%
 
309,744
 
38.2%
 
$32.08
 
18.0%
 
51.7%
2017
10
 
26,830
 
3.3%
 
336,574
 
41.5%
 
$35.52
 
5.6%
 
57.3%
2018
21
 
118,351
 
14.6%
 
454,925
 
56.0%
 
$19.55
 
13.7%
 
71.0%
2019
5
 
27,680
 
3.4%
 
482,605
 
59.5%
 
$24.76
 
4.0%
 
75.0%
2020
9
 
57,780
 
7.1%
 
540,385
 
66.6%
 
$15.38
 
5.2%
 
80.2%
2021
9
 
95,046
 
11.7%
 
635,431
 
78.3%
 
$10.62
 
6.0%
 
86.2%
2022
10
 
47,418
 
5.8%
 
682,849
 
84.1%
 
$35.21
 
9.8%
 
96.0%
Thereafter
2
 
79,138
 
9.8%
 
761,987
 
93.9%
 
$8.49
 
4.0%
 
100.0%
Vacant(2)
NAP
 
49,684
 
6.1%
 
811,671
 
100.0%
 
NAP
 
NAP
   
Total / Wtd. Avg.
158
 
811,671
 
100.0%
         
$22.25
 
100.00%
   
(1)
Certain tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration date of the tenant lease and that are not considered in the lease rollover schedule.
(2)
Vacant space includes 6,925 sq. ft. that are occupied by Gap/Gap Kids but will become vacant in January 2013 when Gap/Gap Kids downsizes its space.
 
The Loan.   The Eastview Mall and Commons loan (the “Eastview Mall and Commons Loan”) is a fixed rate loan secured by the borrower’s fee simple and leasehold interests in an 811,671 sq. ft. portion of a super regional mall and power center located at 7979 Pittsford-Victor Road and 7550 Commons Boulevard in Victor, New York (the “Eastview Mall and Commons Property”). The Eastview Mall and Commons Loan is comprised of the A-2 Note portion of a $210.0 million whole loan (the “Eastview Mall and Commons Loan Combination”) that is evidenced by two pari passu notes. Only the A-2 Note, with an original principal balance of $90.0 million, will be included in the COMM 2012-CCRE5 trust. The A-1 Note, with an original principal balance of $120.0 million, was included in the COMM 2012-CCRE4 securitization. The Eastview Mall and Commons Loan has a 10-year term with interest only payments.
 
The Eastview Mall and Commons Loan accrues interest at a fixed rate equal to 4.6250% per annum and has a cut-off date balance of $90.0 million. The whole loan proceeds were used to, among other things, retire existing debt of approximately $140.8 million, which includes approximately $95.2 million in defeasance costs, and to give the borrower a return of equity of approximately $54.8 million. Based on the appraised value of $368.0 million as of July 7, 2012, the cut-off date LTV of the Eastview Mall and Commons Loan
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
23

 
 
7979 Pittsford-Victor Road and 7550 Commons Boulevard
Victor, NY 14564
Collateral Asset Summary – Loan No. 1
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
  
Combination is 57.1% and the remaining implied equity is $158.0 million. Prior to the securitization of the $120.0 million pari passu A-1 Note in the COMM 2012-CCRE4 transaction, the most recent prior financing of the Eastview Mall and Commons Property was included in the MSC 2004-HQ4 transaction.
 
The relationship between the holders of the A-1 Note and the A-2 Note will be governed by an intercreditor agreement to be described under “Description of the Mortgage Pool ― Loan Combinations ― The Eastview Mall and Commons Loan Combination” in the free writing prospectus.
 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total     
Loan Amount
$210,000,000
100.0%
 
Loan Payoff
$140,798,951
67.0%
       
Reserves
$13,154,679
6.3%
       
Closing Costs
$1,278,775
0.6%
       
Return of Equity
$54,767,595
26.1%
Total Sources
$210,000,000
100.0%
 
Total Uses
$210,000,000
100.0%
 
The Borrower / Sponsor.    The borrower, Eastview Mall, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Rochester Malls, LLC, a wholly owned subsidiary of Wilmorite, a commercial real estate development and management company.
 
Founded in the 1940s, Wilmorite has over six decades of experience as a builder, construction manager, and real estate developer in projects involving shopping centers, academic facilities, first-class hotels and resorts. Originally a residential construction firm, Wilmorite moved into commercial construction in the 1950s, redeveloping modern high-rise offices, housing, hotels, and shopping centers. In 1967, Wilmorite acquired Greece Towne Mall, the first enclosed suburban shopping mall in upstate New York and through the 1970s and 1980s, Wilmorite opened eight major shopping malls in the eastern United States. Wilmorite remains a leading real estate management company, developer, builder and construction manager.
 
As of December 31, 2011, Rochester Malls, LLC had total assets, net of minority interests, of $293.1 million, of which $236.5 million relates to shopping malls.
 
The Property.   Eastview Mall and Commons Property consists of a one-story, super regional mall and power center located in Victor, New York, built in 1971 and 1998, and renovated in 1995 and 2003. The Eastview Mall and Commons Property collateral totals 811,671 sq. ft., with 725,303 sq. ft. in the portion known as Eastview Mall and 86,368 sq. ft. in the portion known as Eastview Commons. The collateral does not include 918,182 sq. ft. leased to seven non-collateral anchor tenants, for a total mall area of 1,729,853 sq. ft. The Eastview Mall and Commons Property is 93.9% leased to approximately 150 tenants as of June 26, 2012 and has maintained an average occupancy of 94.1% since 2009. Including the non-collateral anchor tenants, the total mall area is 97.1% leased.
 
Eastview Mall consists of 1,387,982 total square feet, of which 725,303 sq. ft. is collateral for the Eastview Mall and Commons Loan. Eastview Mall was originally built in 1971 by the sponsor and subsequently underwent two significant renovations in 1995 and 2003, with a planned third expansion underway. In 1995, approximately 525,000 square feet were added to what was then a 750,000 square foot mall, along with other renovations to the existing space, for a total cost of approximately $25.0 million ($48 PSF). In 2003, the sponsor added approximately 57,854 sq. ft. consisting of four new inline stores and three exterior restaurants, at an approximate cost of $21.0 million ($363 PSF). The third renovation consists of the construction of the new Von Maur store, which is expected to open in the fall of 2013, at the recently demolished former Bon Ton space. The mall is anchored by Regal Cinemas, JCPenney, Lord & Taylor, Macy’s and Sears. Regal Cinemas is the only anchor tenant that is collateral for the Eastview Mall and Commons Loan.  Macys and Sears own their own improvements, and JCPenney and Lord & Taylor are expected to purchase their own improvements in 2014 when the TIF Bonds (see “TIF Financing” herein) are paid. Von Maur will also own its own improvements and will not serve as collateral for the Eastview Mall and Commons Loan. The Eastview Mall collateral is 94.4% leased as of June 26, 2012 (97.1% leased including non-collateral anchor tenants).
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
24

 
 
7979 Pittsford-Victor Road and 7550 Commons Boulevard
Victor, NY 14564
Collateral Asset Summary – Loan No. 1
Eastview Mall and Commons
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$90,000,000
57.1%
2.17x
10.3%
  
Eastview Commons consists of 341,871 total sq. ft., of which 86,368 sq. ft. is collateral for the Eastview Mall and Commons Loan. Eastview Commons was built in 1998. Eastview Commons is anchored by Target and Home Depot, neither of which is collateral for the Eastview Mall and Commons Loan. The collateral space includes Staples, Old Navy and Best Buy, with one 9,100 sq. ft. vacant space. Eastview Commons is 89.5% leased as of June 26, 2012 (97.3% leased including non-collateral anchor tenants).
 
Eastview Mall and Commons Historical Sales PSF(1)
   
2009
 
2010
 
2011(2)
 
T-12
May 2012
 
T-12 May 2012 Occupancy Cost
 
2011
National Avg.
Macy’s
 
NAP
 
NAP
 
$189
 
NAP
 
NAP
 
$154
JCPenney
 
NAP
 
NAP
 
$162
 
NAP
 
NAP
 
$145
Sears
 
NAP
 
NAP
 
$203
 
NAP
 
NAP
 
$148
Lord and Taylor
 
NAP
 
NAP
 
$203
 
NAP
 
NAP
 
NAP
Regal Cinemas(3)
 
NAP
 
$301,987
 
$310,378
 
$340,355
 
19.7%
 
NAP
                         
Major Tenants (>10,000 sq. ft.)
 
$150
 
$214
 
$294
 
$303
 
14.2%
   
                         
In-line Tenants (<10,000 sq. ft.)
 
$397
 
$407
 
$408
 
$420
 
13.1%
   
Apple(4)
 
$5,165
 
$7,111
 
$8,133
 
$8,609
 
0.6%
 
$5,647
Total In-line  Tenants
 
$470
 
$496
 
$507
 
$531
 
10.3%
   
 
(1)
Historical Sales PSF is based on historical statements provided by the sponsor.
 
(2)
2011 Sales PSF figures for Macy’s, JCPenney, Sears and Lord & Taylor are based upon management estimates provided to the sponsor.
 
(3)
Regal Cinemas’ sales are reflected as sales per screen based on thirteen screens.
 
(4)
The Apple store at the Eastview Mall and Commons Property is the only Apple retail store in an approximate 75 mile radius.
 
TIF Financing. In connection with the 1995 expansion and renovation of the Eastview Mall and Commons Property, Great Eastern Mall L.P. (“GEM”), the direct parent of the borrower, entered into a financing arrangement with the Town of Victor, pursuant to which the Town of Victor agreed to issue tax incremental funding bonds (“TIF Bonds”) and exempt a portion of the property (“TIF Property”) from the payment of taxes and assessments. In connection therewith, GEM deeded the TIF Property to the Town of Victor and the Town of Victor leased the TIF Property back to GEM. The TIF Bonds will mature in 2014 and upon payment in full, the ground lease will terminate and in connection therewith Town of Victor will convey fee ownership of the TIF Property (less the JCPenney and Lord & Taylor sites) to the borrower and fee ownership of the JCPenney and Lord & Taylor sites to each tenant, respectively (and Borrower shall have no further interest in such sites). The borrower has deposited $1,782,727 into a TIF payment fund reserve at M&T Bank (not collateral for the Eastview Mall and Commons Loan), which is the amount needed from the borrower for the two remaining payments on the TIF Bonds (JCPenney and Lord & Taylor are responsible for their pro rata payments). In addition, the borrower deposited $8.0 million into a PIF/CapEx reserve at closing. If either of JCPenney or Lord & Taylor fails to pay their pro rata share of the outstanding payments due under the TIF Bond (approximately $289,485 for JCPenney and approximately $208,000 for Lord & Taylor), the borrower is required to make such payments on behalf of JCPenney and/or Lord & Taylor.  If the borrower fails to do so, the lender has the right, but not the obligation, to make such payments on the borrower’s behalf by withdrawing funds from the PIF/CapEx Account and the borrower is required to deposit funds equal to such amount within five days of lender’s withdrawal. Losses incurred as a result of the borrower’s failure to make such payments with respect to the TIF Bonds, are recourse to the sponsor.
 
IDA PILOT. In connection with the 2003 renovation of the Eastview Mall and Commons Property, the Ontario County Industrial Development Agency (the “IDA”) entered into a payment in-lieu-of taxes (“PILOT”) agreement with the borrower through December 31, 2041, which sets forth a schedule of payments the borrower must make to the various taxing authorities. The total tax expense being passed along to the tenants at the Eastview Mall and Commons Property is approximately $4.8 million; however, the amount paid to the taxing authorities is approximately $2.1 million. The remaining approximate $2.7 million is swept two times a year into the deposit account controlled by lender and, provided no trigger event is occurring, will be disbursed to the borrower to be used to reimburse the sponsor for capital expenditures and related financing costs at the Eastview Mall and Commons Property. The sponsor agreed to spend approximately $30.575 million in capital expenditures and related costs for the Eastview Mall and Commons Property and spent such amount by obtaining a $30.0 million loan from M&T Bank, which loan was repaid with proceeds from the Eastview Mall and Commons Loan. In connection with the PILOT, the IDA put a subordinate mortgage on the Eastview Mall and Commons Property (which mortgage secures the scheduled PILOT payments Borrower is obligated to make to the IDA). Pursuant to an Intercreditor Agreement between Lender and the IDA, the IDA mortgage is subordinate to the senior mortgage and the Lender is afforded certain notice and cure rights under the various documents entered into by Borrower and the IDA in connection with the PILOT Agreement.