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COMM 2012-LC4 Mortgage Trust

Filed: 26 Feb 12, 7:00pm
 
 FREE WRITING PROSPECTUS
 FILED PURSUANT TO RULE 433
 REGISTRATION STATEMENT NO.: 333-172143-03
      
   
February 27, 2012
 
FREE WRITING PROSPECTUS
STRUCTURAL AND COLLATERAL TERM SHEET
$941,268,017
(Approximate Total Mortgage Pool Balance)
 
 
 
$829,492,000
(Approximate Offered Certificates)
 
 
COMM 2012-LC4
 
 
 
Deutsche Mortgage & Asset Receiving Corporation
Depositor
 
German American Capital Corporation
Ladder Capital Finance LLC
Guggenheim Life and Annuity Company
Sponsors and Mortgage Loan Sellers
 
 
 
 
 
 
 
 
 
 
 
 
Deutsche Bank Securities
Sole Bookrunner and Lead Manager
 
 
 
 Ladder Capital Securities
 Guggenheim Securities 
   
 Morgan Stanley RBS 
   
Co-Managers
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
 

 
 
COMM 2012-LC4 Mortgage Trust
Capitalized terms used but not defined herein have the meanings assigned to them in the other Free Writing Prospectus dated February 28, 2012, relating to the offered certificates (hereinafter referred to as the “Free Writing Prospectus”).
 
 KEY FEATURES OF SECURITIZATION
 
Key Features: Pooled Collateral Facts(1):
Sole Bookrunner & Lead Manager:Deutsche Bank Securities Inc. Initial Outstanding Pool Balance:$941,268,017
Co-Managers:Ladder Capital Securities LLC Number of Mortgage Loans:43
 Guggenheim Securities, LLC Number of Mortgaged Properties:67
 Morgan Stanley & Co. LLC Average Mortgage Loan Cut-off Date Balance:$21,889,954
 RBS Securities Inc. Average Mortgaged Property Cut-off Date Balance:$14,048,776
Mortgage Loan Sellers:German American Capital Corporation* (“GACC”) Weighted Avg Mortgage Loan U/W NCF DSCR:1.78x
 (44.4%), Ladder Capital Finance LLC (“LCF”) Range of Mortgage Loan U/W NCF DSCR:1.22x – 4.12x
 (41.8%) and Guggenheim Life and Annuity Weighted Avg Mortgage Loan Cut-off Date LTV:59.2%
 Company (“GLAC”) (13.8%) Range of Mortgage Loan Cut-off Date LTV:24.2% - 74.8%
   *An indirect wholly owned subsidiary of Deutsche Bank AG. Weighted Avg Mortgage Loan Maturity Date or ARD LTV:51.2%
Master Servicer:Wells Fargo Bank, National Association Range of Mortgage Loan Maturity Date or ARD LTV:24.2% - 74.8%
Operating Advisor:Park Bridge Lender Services LLC Weighted Avg U/W NOI Debt Yield:12.8%
Special Servicer:CWCapital Asset Management LLC Range of U/W NOI Debt Yield:9.3% - 21.5%
Trustee:U.S. Bank National Association Weighted Avg Mortgage Loan 
Certificate Administrator:Deutsche Bank Trust Company Americas 
Original Term to Maturity (months)(2):
115
Rating Agencies:Fitch, Inc. and Moody’s Investors Service, Inc. Weighted Avg Mortgage Loan 
Determination Date:
The 6th day of each month, or if such 6th day is not a
 
Remaining Term to Maturity (months)(2):
110
 business day, the following business day, Weighted Avg Mortgage Loan Seasoning (months):5
 commencing in April 2012. 
% Mortgage Loans with Amortization for Full Term(3):
85.9%
Distribution Date:
4th business day following the Determination Date in
 % Mortgage Loans with Partial Interest Only:3.6%
 each month, commencing April 2012 
% Mortgage Loans with Full Interest Only(4):
10.6%
Cut-off Date:Due Dates in March 2012. Unless otherwise noted, % Mortgage Loans with Upfront or Ongoing Tax Reserves:64.9%
 all Mortgage Loan statistics are based on balances % Mortgage Loans with Upfront or 
 as of the Cut-off Date. 
Ongoing Replacement Reserves(5):
68.4%
Settlement Date:On or about March 20, 2012 % Mortgage Loans with Upfront or Ongoing Insurance Reserves:45.4%
Settlement Terms:DTC, Euroclear and Clearstream, same day funds, 
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves(6):
51.6%
 with accrued interest. % Mortgage Loans with Upfront Engineering Reserves:42.0%
ERISA Eligible:All of the Offered Classes are expected to be ERISA eligible. % Mortgage Loans with Upfront or Ongoing Other Reserves:38.8%
SMMEA Eligible:
Day Count:
Tax Treatment:
Rated Final Distribution Date:
Minimum Denominations:
Clean-up Call:
None of the Offered Classes will be SMMEA eligible.
30/360
REMIC
December 2044
$10,000 and in each case in multiples of $1 thereafter.
1%
  (1)For purposes of calculating distributions on the Certificates, the Hartman Portfolio Mortgage Loan will be divided into a pooled senior trust component having a cut-off date balance of $56,514,846 and a non-pooled junior trust component having a cut-off date balance of $10,000,000. Although the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan is an asset of the trust, unless otherwise indicated, for purposes of numerical and statistical information contained herein, the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan is not reflected and the term “Mortgage Loan” in that context does not include the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan. The numerical and statistical information related to the loan-to-value ratios, debt service coverage ratios and debt yields have been calculated based on the pooled senior trust component only and does not include the non-pooled junior trust component. See “Structure Overview—Hartman Portfolio Loan Components” below.
    (2)For ARD loans, the original term to maturity and remaining term to maturity are through the Anticipated Repayment Date.
    (3)Includes 1 ARD loan representing 1.6% of the outstanding pool balance as of the Cut-off Date.
    (4)Interest only through the maturity date or, in the case of an ARD loan, through the Anticipated Repayment Date.
    (5)Includes FF&E Reserves.
    (6)Represents the percent of the allocated Initial Outstanding Pool Balance of office, retail, industrial and mixed use properties only.
 
 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-LC4 Mortgage Trust  
 
 
SUMMARY OF THE CERTIFICATES
 
OFFERED CERTIFICATES
 
Class(1)
Ratings
(Fitch/Moody’s)
 
Initial Certificate 
Balance(2)
 
Subordination
Levels(3)
 
Weighted Avg
Life (years)(4)
 
Principal
Window
(months)(4)
  
Certificate
Principal to
Value Ratio(5)
 
Underwritten
NOI Debt Yield(6)
Class A-1AAA(sf) / Aaa(sf)  $48,958,000   30.000%(8)  2.29   1 - 52   41.4%  18.3%
Class A-2AAA(sf) / Aaa(sf)  $77,841,000   30.000%(8)  4.64   52 - 60   41.4%  18.3%
Class A-3AAA(sf) / Aaa(sf)  $115,586,000   30.000%(8)  6.86   60 - 112   41.4%  18.3%
Class A-4AAA(sf) / Aaa(sf)  $416,502,000   30.000%(8)  9.60   112 - 118   41.4%  18.3%
Class A-MAAA(sf) / Aaa(sf)  $92,950,000   20.125%  9.82   118 - 119   47.3%  16.0%
Class BAA(sf) / Aa2(sf)  $44,711,000   15.375%  9.89   119 - 119   50.1%  15.1%
Class CA(sf) / A2(sf)  $32,944,000   11.875%  9.89   119 - 119   52.2%  14.5%
 
 
NON-OFFERED CERTIFICATES
 
Class(1)
Ratings
(Fitch/Moody’s)
 
Initial Certificate 
or Notional 
Balance(2)(7)
 
Subordination
Levels(3)
 
Weighted Avg
Life (years)(4)
 
Principal 
Window
(months)(4)
 
Certificate
Principal to
Value Ratio(5)
 
Underwritten
NOI Debt Yield(6)
Class X-A(9)
AAA(sf) / Aaa(sf)  $751,837,000   N/A   8.02   N/A   N/A   N/A 
Class X-B(10)
NR / NR  $189,431,016   N/A   9.70   N/A   N/A   N/A 
Class DBBB-(sf) / Baa3(sf)  $52,946,000   6.250%  9.96   119 - 120   55.5%   13.7% 
Class EBB(sf) / Ba2(sf)  $15,296,000   4.625%  9.97   120 - 120   56.5%   13.4% 
Class FB(sf) / B2(sf)  $11,766,000   3.375%  9.97   120 - 120   57.2%   13.2% 
Class GNR / NR  $31,768,016   0.000%  9.97   120 - 120   59.2%   12.8% 
Class HP(11)(12)
NR / NR  $10,000,000   N/A   6.26   1 - 79   N/A   N/A 

(1)  The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates will equal one of the following rates: (i) a fixed rate, (ii) a rate equal to the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), (iii) a rate equal to the lesser of the initial pass-through rate for that class and the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), or (iv) a rate equal to the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only) less a specified rate.
(2)  Subject to a permitted variance of plus or minus 5% (except for Class X Certificates).
(3)  The credit support for each class of certificates does not include the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan.
(4)  Based on the structuring assumptions, assuming 0% CPR for the classes with a certificate balance and 100% CPR after each mortgage loan’s applicable lockout, defeasance, yield maintenance or prepayment penalty period for the Class X-A and Class X-B certificates, as described in the Free Writing Prospectus.
(5)  “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 Ratio of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of the subject 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-3 and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
(6)  “Underwritten NOI Debt Yield” for any class with a Certificate Balance is calculated as the product of (a) the weighted average UW 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 subject 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-3 and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
(7)  The Class X-A and Class X-B Certificates (the “Class X Certificates”) will not have a Certificate Balance. 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 class principal balances of each of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-M Certificates. The interest accrual amounts on the Class X-B Certificates will be calculated by reference to a notional amount equal to the sum of the total class principal balances of each of the Class B, Class C, Class D, Class E, Class F and Class G Certificates.
(8)  Represents the approximate subordination level for the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates in the aggregate.
(9)  The pass-through rate applicable to the Class X-A Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-M Certificates (based on their Certificate Balances), as further described in the Free Writing Prospectus.
(10)  The pass-through rate applicable to the Class X-B Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), over (ii) the weighted average of the pass-through rates of the Class B, Class C, Class D, Class E, Class F and Class G Certificates (based on their Certificate Balances), as further described in the Free Writing Prospectus.
(11)  The Class HP certificates will only receive distributions from, and will only incur losses with respect to, the non-pooled component of the Hartman Portfolio Mortgage Loan.
(12)  For any distribution date, the pass-through rate applicable to the Class HP Certificates will be the net mortgage pass-through rate of the non-pooled component of the Hartman Portfolio Mortgage 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.
 
4

 
 
COMM 2012-LC4 Mortgage Trust
 
SUMMARY OF THE CERTIFICATES
 
 Short-Term Certificate Principal Paydown Summary(1)
 
Class
Mortgage
Loan
Seller
Mortgage Loan
Property
 Type
 
Cut-off Date
Balance
 
Remaining
Term to
Maturity (Mos.)
  
U/W
NCF DSCR
 
Cut-off Date
LTV Ratio
 
U/W NOI
Debt Yield
A-2GACCHealdsburg HotelHospitality  $16,883,352   52   1.46x  66.2%  13.4%
A-2LCFFingerlakes Crossing Shopping CenterRetail  $10,440,050   54   1.27x  62.5%  10.3%
A-2GLACMarina TowersOffice  $7,507,794   54   1.31x  68.3%  10.7%
A-2LCFFox Hunt ApartmentsMultifamily  $4,049,455   54   1.74x  58.1%  14.0%
A-2LCFRio ApartmentsMultifamily  $18,479,935   59   1.45x  65.4%  11.5%
A-2LCFTreetop ApartmentsMultifamily  $15,982,647   59   1.45x  65.4%  11.5%
A-3GLACStaybridge Suites SeaWorldHospitality  $8,933,110   78   1.39x  59.6%  12.9%
A-3GACCHartman PortfolioVarious  $56,514,846   79   1.34x  62.7%  12.5%
 
(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-LC4 Mortgage Trust
 
TRANSACTION HIGHLIGHTS
 
§$941,268,016 (Approximate) New-Issue Multi-Borrower CMBS:
 
–  
Overview: The mortgage pool consists of 43 fixed-rate commercial, manufactured housing community and multifamily loans that have an aggregate Cut-off Date Balance of $941,268,017 (the “Initial Outstanding Pool Balance”), have an average Cut-off Date Balance of $21,889,954 per Mortgage Loan and are secured by 67 Mortgaged Properties located throughout 17 states and Puerto Rico.
 
–  
LTV: 59.2% weighted average Cut-off Date LTV and 51.2% weighted average Maturity Date or ARD LTV.
 
–  
DSCR: 1.91x weighted average Debt Service Coverage Ratio, based on Underwritten Net Operating Income. 1.78x weighted average Debt Service Coverage Ratio, based on Underwritten Net Cash Flow.
 
–  
Debt Yield: 12.8% weighted average debt yield, based on Underwritten Net Operating Income. 11.9% weighted average debt yield, based on Underwritten Net Cash Flow.
 
–  
Credit Support: 30.000% credit support to Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, which are rated AAA(sf) /Aaa(sf) by Fitch/Moody’s.
 
§Loan Structural Features:
 
–  
Amortization: 89.4% of the Mortgage Loans by Initial Outstanding Pool Balance have scheduled amortization:
 
 §85.9% of the Mortgage Loans by Initial Outstanding Pool Balance have amortization for the entire term with a balloon payment due at Maturity or ARD.
 
 §3.6% of the Mortgage Loans by Initial Outstanding Pool Balance have scheduled amortization following a partial interest-only period with a balloon payment due at Maturity or ARD.
 
–  
Hard Lockboxes: 57.4% of the Mortgage Loans by Initial Outstanding Pool Balance have Hard Lockboxes in place.
 
 §
Cash Traps: 80.3% of the Mortgage Loans by Initial Pool Balance have cash traps triggered by certain declines in net cash flow, all at levels greater than a 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: 34 Mortgage Loans representing 64.9% of the Initial Outstanding Pool Balance.
 
 
§
Insurance Reserves: 28 Mortgage Loans representing 45.4% of the Initial Outstanding Pool Balance.
 
 §
Replacement Reserves (Including FF&E Reserves): 35 Mortgage Loans representing 68.4% of Initial Outstanding Pool Balance.
 
 §
Tenant Improvement / Leasing Commissions: 16 Mortgage Loans representing 51.6% of the allocated Initial Outstanding Pool Balance of office, retail, mixed use and industrial properties only.
 
–  
Defeasance: 80.8% of the Mortgage Loans by Initial Outstanding Pool Balance permit defeasance after a lockout period and prior to an open period.
 
–  
Yield Maintenance: 18.1% of the Mortgage Loans by Initial Outstanding Pool Balance permit prepayment only with a Yield Maintenance Charge, following the respective lockout period (which may be zero) and prior to an open period.
 
–  
Defeasance or Yield Maintenance: 1.2% of the Mortgage Loans by Initial Outstanding Pool Balance permit prepayment with either a Yield Maintenance Charge from the first payment date until the open period, or Defeasance following an initial period of 2 years from the Closing Date until the open period.
 
§Multiple-Asset Types > 5.0% of the Total Pool:
 
–  
Retail: 52.8% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are retail properties (50.9% are anchored retail properties, including single tenant properties).
 
–  
Office: 15.2% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are office properties.
 
–  
Multifamily: 11.6% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are multifamily properties.
 
–  
Manufactured Housing Community: 7.8% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are manufactured housing community properties.
 
–  
Hospitality: 5.3% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are hospitality properties.
 
§ 
Geographic Diversity: The 67 Mortgaged Properties are located throughout 17 states and Puerto Rico, with only four states having greater than 10.0% of the allocated Initial Outstanding Pool Balance: California (13.3%), Massachusetts (11.8%), Texas (11.3%) and New York (11.2%).
 


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.
 
6

 


COMM 2012-LC4 Mortgage Trust
 
STRUCTURE OVERVIEW
 
Principal Payments:
Payments in respect of principal of the Certificates will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero.  Notwithstanding the foregoing, if the total Certificate Balance of the Class A-M through Class G Certificates has been reduced to zero as a result of loss allocation, payments in respect of principal of the Offered Certificates will be distributed, first, to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, on a pro rata basis, based on the Certificate Balance of each such Class, and then (to the extent of any recoveries on realized losses) to the Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates, in that order, in each case until the Certificate Balance of each such Class is reduced to zero (or previously allocated realized losses have been fully reimbursed).
 
 The Class X-A and Class X-B Certificates will not be entitled to receive distributions of principal; however, (i) the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to Certificates that are components of the notional amount of Class X-A Certificates (the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-M Certificates); and (ii) the notional amount of the Class X-B Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to Certificates that are components of the notional amount of Class X-B Certificates (the Class B, Class C, Class D, Class E, Class F and Class G 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-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, and then, to the Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates in that order, in each case until the interest payable to each such Class is paid in full.
 
The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates for each Distribution Date will equal one of the following rates: (i) a fixed rate, (ii) a rate equal to the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), (iii) a rate equal to the lesser of the initial pass-through rate for that class and the weighted average net mortgage pass-through rate  (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), or (iv) a rate equal to the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only) less a specified rate.
 
The pass-through rate applicable to the Class X-A Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3,  Class A-4 and Class A-M Certificates (based on their Certificate Balances), as further described in the Free Writing Prospectus.
 
The pass-through rate applicable to the Class X-B Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account 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.
 
7

 
 
 
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 interest rate and principal balance of the pooled senior trust component only), over (ii) the weighted average of the pass-through rates of the Class B, Class C, Class D, Class E, Class F and Class G Certificates (based on their Certificate Balances), as further described in the Free Writing Prospectus.
 
Prepayment Interest Shortfalls:
Net prepayment interest shortfalls will be allocated pro rata generally based on interest entitlements, in reduction of the interest otherwise payable with respect to each of the interest-bearing certificate classes.
 
Loss Allocation:
Losses on the Mortgage Loans (other than with respect to the non-pooled component of the Hartman Portfolio Mortgage Loan) will be allocated to each Class of Certificates in reverse alphabetical order starting with Class G through and including Class A-M, and then to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates on a pro rata basis. The notional amount of either of the 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 amounts) collected will be allocated to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Certificates (the “YM P&I Certificates”) then entitled to principal distributions, which percentage will be equal to the product of (a) the percentage of the principal distribution amount that such Class receives on that 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 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)  
 
 (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 increase.
 
Control Rights:
Certain Classes of Certificates (the “Control Eligible Certificates”) will have certain control rights over servicing matters with respect to each Mortgage Loan. The majority owner or appointed representative of the Class of Control Eligible Certificates that is the Controlling Class (such owner or representative the “Directing Holder”), will be entitled to direct the Special Servicer to take, or refrain from taking certain actions with respect to a Mortgage Loan. Furthermore, the Directing Holder will also have the right to receive notice and consent to certain material actions that the Master Servicer and the Special Servicer proposes to take with respect to such Mortgage Loan.
 
In the case of the Hartman Portfolio Mortgage Loan, the Directing Holder for the Mortgage Loan will initially be the majority owner or the appointed representative of the Class HP Certificates until a “Control Appraisal Event” has occurred and is continuing (i.e. the Certificate Balance of the Class HP Certificates, as reduced by payments of principal and any Appraisal Reduction Amounts and realized losses allocated to the Class HP Certificates, is less than 25% of the initial Certificate Balance of the Class HP 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.
 
  
 
 
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as reduced by payments of principal). Following the occurrence and continuation of a Control Appraisal Event, the majority owner or appointed representative of the Controlling Class will be the Directing Holder for the Hartman Portfolio Mortgage Loan.
 
Control Eligible Certificates:Class E, Class F and Class G Certificates.
 
Controlling Class:The Controlling Class will be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class, equal to no less than 25% of the initial Certificate Balance of such Class.
 
 The Controlling Class as of the Settlement Date will be the Class G Certificates.
 
Appraised-Out Class:Any Class of Control Eligible Certificates that has been determined, as 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 Appraisal Reduction Amounts allocated to such Class will have the right, at their sole expense, to require the Special Servicer to order a second appraisal for any Mortgage Loan that results in the Class becoming an Appraised-Out Class. 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 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 refrain from exercising any rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class.
 
Directing Holder:
CPUSI Co-Investment SS Securities, LLC, a Delaware limited liability company, will be the initial Directing Holder (for each Mortgage Loan other than the Hartman Portfolio Mortgage Loan) and will also own 100% of the Class E, Class F and Class G Certificates as of the Settlement Date.
 
The Directing Holder with respect to the Hartman Portfolio Mortgage Loan will initially be the majority owner or the appointed representative of the Class HP Certificates.

Control Termination Event:Will occur when no Class of Control Eligible Certificates has a Certificate Balance (as notionally reduced or 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 relinquish its 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.
 
 
 
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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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 satisfies the requirement of a Controlling Class.
 
 Upon the occurrence of a Consultation Termination Event, there will be no Class of Certificates that will act as the Controlling Class and the Directing Holder will have no rights under the Pooling and Servicing Agreement other than those rights that all Certificateholders have.
 
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:
Upon (i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of all Classes of pooled principal balance 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) requesting a vote to replace the Special Servicer with a replacement Special Servicer, (ii) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such holders to the Certificate Administrator of written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the Certificates, the Certificate Administrator will be required to promptly provide written notice to all Certificateholders of such request and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction (within 180 days) of Holders of (1) at least 75% of the aggregate of all Voting Rights of the pooled principal balance  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) or (2) at least 50% of the Voting Rights of each Class of pooled principal balance Certificates that have not been “appraised out” (i.e. reduced to less than 25% of its initial Certificate Balance as a result of the application of Appraisal Reduction Amounts or realized losses), 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 all Classes of pooled 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) within 180 days from the time of recommendation and is subject to the receipt written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the 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.
 
 
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Cap / Limitation 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 proceeds 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 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.
 
 
Prohibition on Special Servicer
   Compensation and Disclosure:
The Special Servicer will not be entitled to any workout fees or liquidation fees from the trust with respect to a Mortgage Loan that (1) became a specially serviced loan solely due to a balloon payment default at maturity and (2) is paid off within 9 months of the maturity as a result of a refinancing obtained by the borrower.
 
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 trust fund, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Loan Combination and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan, 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.  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 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.
 
After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will be entitled to consult with the Special Servicer with respect to all major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, as a collective whole, as if those certificateholders constituted a single lender.
 
The Operating Advisor will be subject to termination if holders of at least 15% of the Voting Rights of the pooled 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 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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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.

Hartman Portfolio Loan
   Components:
The Hartman Portfolio Mortgage Loan will be divided into a pooled senior trust component having a cut-off date balance of $56,514,846 and a non-pooled junior trust component having an aggregate cut-off date balance of $10,000,000.  The pooled senior trust component of the Hartman Portfolio Mortgage Loan will be pooled together with the other Mortgage Loans and interest and principal received in respect of the pooled senior trust component of the Hartman Portfolio Mortgage Loan will be available to make distributions in respect of each Class of Certificates other than the Class HP Certificates. Payments of interest and principal received in respect of the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan will be available to make distributions in respect of the Class HP Certificates.  Prior to certain events of default under the Hartman Portfolio Mortgage Loan, the non-pooled junior trust component will generally receive distributions of interest and principal on a pro rata basis with the pooled senior trust component.  Subsequent to certain events of default under the Hartman Portfolio Mortgage Loan, the non-pooled junior trust component will be subordinated in right of payment to the pooled senior trust component.  As further described in the Free Writing Prospectus, losses with respect to the Hartman Portfolio Mortgage Loan will be allocated first, to the non-pooled junior trust component and then, to the pooled senior trust component. Losses with respect to the other Mortgage Loans will not be allocated to the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan.
 
Although the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan is an asset of the trust, unless otherwise indicated, for purposes of numerical and statistical information contained herein, the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan is not reflected and the term “Mortgage Loan” in that context does not include the non-pooled junior trust component of the Hartman Portfolio Mortgage 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.
 
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COMM 2012-LC4 Mortgage Trust
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS(1)
 
 Distribution of Cut-off Date Balances
 
         Weighted Averages
Range of Cut-off Date Balances
Number of
Mortgage Loans
Aggregate
Cut-off Date Balance
% of Initial
Outstanding
Pool
Balance
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W
NCF
DSCR
Cut-off Date
LTV Ratio
LTV Ratio
at Maturity
or ARD
$4,049,455   $9,999,99914 $104,473,503 11.1% 5.997%1081.52x65.3%54.9%
$10,000,000-$24,999,99919 $282,766,244 30.0% 5.798%1031.66x60.9%53.3%
$25,000,000-$39,999,9992 $61,395,902 6.5% 5.799%1191.67x70.0%60.7%
$40,000,000-$54,999,9994 $203,587,965 21.6% 6.037%1161.39x64.6%55.0%
$55,000,000-$69,999,9992 $114,264,846 12.1% 6.171%1001.47x65.2%56.8%
$70,000,000-$99,779,5562 $174,779,556 18.6% 5.219%1162.82x38.7%34.1%
Total/Weighted Average43 $941,268,017 100.0% 5.810%1101.78x59.2%51.2%
 
 Distribution of Mortgage Rates
 
        Weighted Averages
Range of Mortgage Rates
Number of
Mortgage Loans
Aggregate
Cut-off Date Balance
% of Initial
Outstanding
Pool
Balance
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W
NCF
DSCR
Cut-off Date
LTV Ratio
LTV Ratio
at Maturity
or ARD
4.880%   5.749%  13 $325,430,46334.6% 5.255%116 2.35x49.4%43.4%
5.750%-6.249%20 $417,881,95744.4% 5.951%115 1.53x63.8%53.9%
6.250%-6.750%10 $197,955,59621.0% 6.423%89 1.37x65.5%58.3%
Total/Weighted Average43 $941,268,017100.0% 5.810%110 1.78x59.2%51.2%
 
  Property Type Distribution(3)
 
             Weighted Averages
Property Type 
Number of
Mortgaged
Properties
 
Aggregate
Cut-off
Date Balance
% of Initial
Outstanding
Pool
Balance
 
Number
of Units, Rooms, Pads or NRA
 
Cut-off Date
Balance per Units, Rooms, Pads or NRA
 
Mortgage
Rate
 
Stated
Remaining 
Term (Mos.)(2)
 Occupancy 
U/W
NCF
DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity or
ARD
Retail  21  $496,595,028  52.8%  4,435,987   167   5.587%  115   92.6%  2.02x  55.0%  47.4%
Anchored(4)
  18  $479,495,688  50.9%  4,154,091   168   5.567%  115   92.9%  2.05x  54.6%  47.1%
Unanchored  3  $17,099,340  1.8%  281,896   143   6.152%  96   85.1%  1.41x  65.5%  57.2%
Office  16  $143,008,710  15.2%  2,212,244   98   6.094%  103   88.7%  1.56x  59.9%  52.1%
Suburban  13  $65,312,416  6.9%  1,531,063   58   6.315%  84   77.6%  1.34x  64.9%  58.0%
Data Center  1  $54,888,798  5.8%  350,267   157   5.930%  118   100.0%  1.62x  57.8%  49.0%
CBD  2  $22,807,496  2.4%  330,914   70   5.855%  118   93.1%  2.02x  50.4%  42.6%
Multifamily  11  $109,074,771  11.6%  3,191   42,415   6.168%  96   94.9%  1.40x  65.9%  57.9%
Manufactured Housing Community  8  $73,170,195  7.8%  2,456   30,764   6.098%  116   91.1%  1.44x  64.4%  54.5%
Hospitality  5  $49,419,862  5.3%  426   164,977   6.294%  88   74.6%  1.61x  62.1%  53.2%
Mixed Use  2  $34,700,000  3.7%  243,969   147   5.511%  120   94.0%  1.45x  74.1%  64.9%
Industrial  3  $21,747,925  2.3%  680,732   32   6.041%  116   97.0%  1.39x  65.4%  51.4%
Other  1  $13,551,525  1.4%  46  NAP   5.150%  113   100.0%  1.98x  65.2%  65.2%
Total/Weighted Average  67  $941,268,017  100.0%          5.810%  110   91.5%  1.78x  59.2%  51.2%
 
 Geographic Distribution(3)
 
           Weighted Averages
State/Location 
Number of
Mortgaged
Properties
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool
Balance
 Mortgage Rate 
Stated
Remaining Term
(Mos.)(2)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
or ARD
California  6  $125,262,187   13.3%  5.660%  108   1.69x  58.2%  49.9%
Southern(5)
  5  $108,378,835   11.5%  5.553%  117   1.72x  56.9%  47.9%
Northern(5)
  1  $16,883,352   1.8%  6.350%  52   1.46x  66.2%  62.7%
Massachusetts  2  $110,779,556   11.8%  5.476%  118   1.82x  52.1%  44.8%
Texas  17  $106,226,989   11.3%  6.327%  94   1.39x  63.5%  55.0%
New York  4  $105,145,654   11.2%  5.213%  109   3.33x  34.8%  32.4%
Pennsylvania  3  $74,947,427   8.0%  5.682%  118   1.73x  69.2%  61.5%
North Carolina  2  $65,783,085   7.0%  5.825%  113   1.57x  63.5%  54.0%
Puerto Rico  4  $57,750,000   6.1%  5.850%  120   1.59x  67.6%  57.1%
Other  29  $295,373,119   31.4%  6.046%  108   1.48x  64.3%  55.1%
Total/Weighted Average  67  $941,268,017   100.0%  5.810%  110   1.78x  59.2%  51.2%
 
(1)  For the Hartman Portfolio Mortgage Loan, the numerical and statistical information related to the loan-to-value ratios, debt service coverage ratios, debt yields and Cut-off Date Balances per Unit includes the pooled senior trust component, but does not include the non-pooled junior trust component.
 
(2)  In the case of 1 Mortgage Loan with an Anticipated Repayment Date, Stated Remaining Term (Mos.) is through the related Anticipated Repayment Date.
 
(3)  Reflects allocated loan amount for properties securing multi-property Mortgage Loans.
 
(4)  Includes single tenant properties.
 
(5)  Northern California properties have a zip code greater than 93600. Southern California properties have a zip code less than or equal to 93600.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) 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-LC4 Mortgage Trust
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS(1)
 
 Distribution of Cut-off Date LTV Ratios
 
         Weighted Averages
Range of Cut-off Date LTV
Ratios
Number of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF
DSCR
Cut-off
Date
LTV Ratio
LTV Ratio
at Maturity or
 ARD
24.2%-49.9%5 $221,541,167 23.5% 5.281%117 2.72x39.3%34.3%
50.0%-54.9%2 $30,500,656 3.2% 5.258%113 1.86x53.7%43.9%
55.0%-59.9%5 $87,879,610 9.3% 5.895%111 1.61x58.0%49.1%
60.0%-64.9%7 $135,097,267 14.4% 6.124%96 1.52x63.1%55.3%
65.0%-69.9%18 $384,099,098 40.8% 6.027%108 1.43x67.0%57.7%
70.0%-74.8%6 $82,150,218 8.7% 5.817%118 1.43x73.1%64.6%
Total/Weighted Average43 $941,268,017 100.0% 5.810%110 1.78x59.2%51.2%
 
 Distribution of LTV Ratios at Maturity or ARD
 
         Weighted Averages
Range of LTV Ratios
at Maturity or ARD
Number of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF
DSCR
Cut-off
Date
LTV Ratio
LTV Ratio
at Maturity or
ARD
24.2%-44.9%7 $252,041,823 26.8% 5.278%116 2.62x41.1%35.4%
45.0%-49.9%3 $74,897,044 8.0% 5.811%118 1.63x57.9%48.4%
50.0%-54.9%9 $87,656,239 9.3% 5.909%110 1.53x63.7%52.4%
55.0%-59.9%13 $372,117,439 39.5% 6.074%110 1.42x66.3%56.9%
60.0%-64.9%8 $96,503,946 10.3% 6.323%80 1.40x68.2%61.9%
65.0%-74.8%3 $58,051,525 6.2% 5.418%118 1.61x72.3%67.0%
Total/Weighted Average43 $941,268,017 100.0% 5.810%110 1.78x59.2%51.2%
 
 Distribution of Underwritten NCF Debt Service Coverage Ratios
 
         Weighted Averages
Range of Underwritten NCF Debt Service Coverage Ratios
Number of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF
DSCR
Cut-off Date
LTV Ratio
LTV Ratio
at Maturity or
ARD
1.22x-1.29x3 $61,970,602 6.6% 6.276%108 1.24x66.2%57.6%
1.30x-1.34x6 $148,156,200 15.7% 6.251%99 1.33x65.2%57.1%
1.35x-1.39x5 $111,701,476 11.9% 5.956%112 1.36x67.3%56.2%
1.40x-1.49x9 $132,587,980 14.1% 6.072%95 1.44x68.5%60.9%
1.50x-1.59x4 $82,674,611 8.8% 5.833%120 1.56x67.1%56.2%
1.60x-1.69x4 $87,936,731 9.3% 5.708%118 1.63x61.3%53.1%
1.70x-1.79x3 $30,526,333 3.2% 5.488%108 1.77x53.5%45.6%
1.80x-1.99x6 $179,406,704 19.1% 5.558%117 1.88x54.6%46.3%
2.00x-4.12x3 $106,307,379 11.3% 5.025%115 3.68x28.1%26.3%
Total/Weighted Average43 $941,268,017 100.0% 5.810%110 1.78x59.2%51.2%
 
 Distribution of Original Terms to Maturity or ARD
 
         Weighted Averages
Range of Original Terms
to Maturity or ARD
Number of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF
DSCR
Cut-off Date
LTV Ratio
LTV Ratio
at Maturity or
ARD
60-1198 $132,730,466 14.1% 6.152%79 1.40x66.3%59.9%
120-12035 $808,537,551 85.9% 5.754%115 1.84x58.0%49.8%
 Total/Weighted Average
43 $941,268,017 100.0% 5.810%110 1.78x59.2%51.2%
 
Distribution of Remaining Terms to Maturity or ARD
 
         Weighted Averages
Range of Remaining Terms
to Maturity or ARD
Number of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance
Mortgage Rate
Stated
Remaining Term
(Mos.)(2)
U/W NCF
DSCR
Cut-off Date
LTV Ratio
LTV Ratio
at Maturity or
 ARD
52-646 $73,343,234 7.8% 6.301%56 1.43x65.1%61.3%
65-1012 $65,447,957 7.0% 6.534%79 1.35x62.3%55.9%
102-12035 $802,476,826 85.3% 5.706%117 1.84x58.4%49.9%
 Total/Weighted Average
43 $941,268,017 100.0% 5.810%110 1.78x59.2%51.2%
 
(1)  For the Hartman Portfolio Mortgage Loan, the numerical and statistical information related to the loan-to-value ratios, debt service coverage ratios, debt yields and Cut-off Date Balances per Unit includes the pooled senior trust component, but does not include the non-pooled junior trust component.
 
 
(2)  In the case of 1 Mortgage Loan with an Anticipated Repayment Date, Stated Remaining Term (Mos.) is through the related Anticipated Repayment Date.

The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) 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-LC4 Mortgage Trust
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS(1)
 
Ten Largest Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans
 
Mortgage Loans
Mortgage
Loan
Seller
City, State
Property
Type
Cut-off Date
Balance
% of Initial
Outstanding
Pool Balance
Cut-off Date
Balance/SF/
Unit/Room
Cut-off Date
LTV Ratio
U/W NCF
DSCR
U/W
 NOI Debt
Yield
Square One MallGACCSaugus, MARetail$99,779,55610.6%$18449.6%1.84x13.2%
Union Square RetailLCFNew York, NYRetail$75,000,0008.0%$31824.2%4.12x21.5%
Puerto Rico Retail PortfolioLCFVarious, PRRetail$57,750,0006.1%$10467.6%1.59x12.0%
Hartman PortfolioGACCVarious, TXVarious$56,514,8466.0%$3462.7%1.34x12.5%
180 Peachtree StreetGACCAtlanta, GAOffice$54,888,7985.8%$15757.8%1.62x12.4%
Hampshire Multifamily PortfolioGACCIndianapolis, INMultifamily$54,793,3895.8%$26,05565.9%1.32x10.9%
Alamance CrossingGLACBurlington, NCRetail$50,454,1225.4%$11069.4%1.35x10.2%
Brea Plaza Shopping CenterLCFBrea, CARetail$43,451,6564.6%$26365.8%1.22x9.6%
Rio Apartments(2)LCFMiami, FLMultifamily$18,479,9352.0%$62,85765.4%1.45x11.5%
Treetop Apartments(2)LCFMiami, FLMultifamily$15,982,6471.7%$60,77165.4%1.45x11.5%
Piatt PlaceGLACPittsburgh, PAMixed Use$33,500,0003.6%$15174.3%1.45x10.2%
Total/Weighted Average:   $560,594,95059.6% 57.3%1.86x13.0%
 
Split Loan Summary
          
Mortgage Loans
A-Note or
 Pooled
Component
Cut-off Date
Balance
B-Note or Non-
Pooled
Component
Cut-off Date
Balance
Total Mortgage
Debt Cut-off 
Date Balance
Pooled Trust
U/W NCF DSCR
Total
Mortgage U/W
NCF DSCR
Pooled Trust
Cut-off Date
LTV Ratio
Total Mortgage
Debt Cut-off 
Date LTV Ratio
Pooled Trust
U/W NOI
Debt Yield
Total
Mortgage
Debt U/W NOI Debt Yield
Hartman Portfolio(1)
$56,514,846$10,000,000$66,514,8461.34x1.14x62.7%73.7%12.5%10.6%

Existing Mezzanine Debt Summary

Mortgage Loans
 
Cut-off Date
Balance
Mezzanine
Cut-off Date
Balance
Total 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
Puerto Rico Retail Portfolio$57,750,000$15,000,000$72,750,0001.59x1.13x67.6%85.2%12.0%9.5%
BB&T Headquarters Building$15,328,964$8,933,996$24,262,9602.29x1.25x44.0%69.7%17.2%10.9%

Previous Securitization History(3)

Mortgage Loans
Mortgage Loan
Seller
City, StateProperty Type
Cut-off Date
Balance
% of Initial
Outstanding
Pool Balance
Previous
Securitization
Square One MallGACCSaugus, MARetail$99,779,556 10.6%LBUBS 2002-C2
Puerto Rico Retail PortfolioLCFVarious, PRRetail$57,750,000 6.1%
GECMC 2001-1(4)
Rio ApartmentsLCFMiami, FLMultifamily$18,479,935 2.0%BACM 2000-2
Evergreen PortfolioLCFVarious, VariousManufactured Housing Community$16,964,976 1.8%LBUBS 2004-C8
Holiday VillageLCFMesa, AZManufactured Housing Community$15,454,232 1.6%WBCMT 2002-C1
BB&T Headquarters BuildingLCFWinston-Salem, NCOffice$15,328,964 1.6%WBCMT 2003-C7
Rancho Penasquitos Towne Center IIGACCSan Diego, CARetail$11,022,646 1.2%BAFU 2001-3
Southwood Manor MHCLCFAnchorage, AKManufactured Housing Community$11,000,933 1.2%JPMCC 2004-C3
Penland Park MHCLCFAnchorage, AKManufactured Housing Community$10,951,155 1.2%JPMCC 2004-C3
Eagle Crest MHCLCFHamburg, NYManufactured Housing Community$10,720,004 1.1%FUNBC 2002-C1
Hickory Glen ApartmentsLCFSpringfield, ILMultifamily$8,989,011 1.0%LBUBS 2007-C2
Boulevard Estates MHCLCFClearwater, FLManufactured Housing Community$8,078,896 0.9%LBUBS 2006-C7
Spalding BuildingLCFPortland, OROffice$7,478,533 0.8%BACM 2001-1
Addison Place NorthGACCDelray Beach, FLRetail$6,950,000 0.7%LBUBS 2002-C2
Wood Forest ApartmentsGLACNacogdoches, TXMultifamily$6,780,333 0.7%CSFB 2005-C2
Fox Hunt ApartmentsLCFDayton, OHMultifamily$4,049,455 0.4%PSSF 2000-C1
Total   $309,778,629 32.9% 
 
(1)  For the Hartman Portfolio Mortgage Loan, the numerical and statistical information related to the loan-to-value ratios, debt service coverage ratios, debt yields and Cut-off Date Balances per Unit includes the pooled senior trust component, but does not include the non-pooled junior trust component unless otherwise specified.
 
(2)  The Rio Apartments Mortgage Loan and the Treetop Apartments Mortgage Loan are cross-collateralized and cross-defaulted with each other and included in this table as a crossed group.
 
(3)  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.
 
(4)  For the Puerto Rico Retail Portfolio Mortgage Loan, only the Juncos Plaza Mortgaged Property was securitized in GECMC 2001-1.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
15

 
 

1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
16

 
 
 
1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
 Mortgage Loan Information  Property Information
 Loan Seller: GACC  Single Asset / Portfolio: Single Asset
 Loan Purpose: Refinance  Property Type: Regional Mall
 Sponsor: Mayflower Realty LLC  Collateral: Fee Simple
 Borrower: Mayflower Square One, LLC  Location: Saugus, MA
 Original Balance: $100,000,000  Year Built / Renovated: 1959 / 1994, 2001
 Cut-off Date Balance: $99,779,556  Total Sq. Ft.: 928,667
 % by Initial UPB: 10.60%  
Total Collateral Sq. Ft.(3):
 541,128
 Interest Rate: 5.47%  Property Management: Simon Management Associates, LLC
 Payment Date: 
6th of each month
  Underwritten NOI: $13,141,569
 First Payment Date: 6-Feb-12  Underwritten NCF: $12,519,255
 Maturity Date: 6-Jan-22  Appraised Value: $201,000,000
 Amortization: 360 months  Appraisal Date: November 11, 2011
 Additional Debt: None     
 Call Protection: L(26), D(90), O(4)  Historical NOI
 Lockbox / Cash Management: Hard / In Place  TTM NOI: $14,209,439 (T-12 October 31, 2011)
       2010 NOI: $14,172,910 (December 31, 2010)
 
Reserves(1)
  2009 NOI: $15,021,283 (December 31, 2009)
   InitialMonthly  2008 NOI: $15,215,979 (December 31, 2008)
 Taxes: $0
Springing
  2007 NOI: NAV
 Insurance: $0Springing  2006 NOI: NAV
 Replacement: $0Springing     
 TI/LC: $0Springing  
Historical Occupancy(4)
       Current Occupancy: 90.0% (December 1, 2011)
 Financial Information  2010 Occupancy: 93.6% (December 31, 2010)
 
Cut-off Date Balance / Sq. Ft.(2):
  $184   2009 Occupancy: 97.2% (December 31, 2009)
 
Balloon Balance / Sq. Ft.(2):
  $154   2008 Occupancy: 93.5% (December 31, 2008)
 Cut-off Date LTV:  49.60%   2007 Occupancy: NAV
 Balloon LTV:  41.50%   2006 Occupancy: NAV
 Underwritten NOI DSCR:  1.93x      
 Underwritten NCF DSCR:  1.84x   
Historical Annual Rent PSF(5)
 Underwritten NOI Debt Yield:  13.20%   Current Rent PSF: $27.66 (December 1, 2011)
 Underwritten NCF Debt Yield:  12.50%   2010 Rent PSF: $27.82 (December 31, 2010)
       2009 Rent PSF: $25.88 (December 31, 2009)
       2008 Rent PSF: $28.86 (December 31, 2008)
       (1) See Initial Reserves” and “Ongoing Reserves” herein.
       (2) Based on the Total Collateral Sq. Ft. of 541,128.
       
(3) Excludes Sears (210,427 sq. ft.) and Macy’s (177,112 sq. ft.), which are not part of the collateral.
       (4) Current Occupancy does not include non-collateral anchor space. Historical occupancy percentages include the non-collateral anchor space. Including the non-collateral anchor space, Current Occupancy would be 94.2%.
       (5) Historical Rent PSF shown in the table above is based on historical operating statements and occupancy rates provided by the borrower, and do not include non-collateral anchor space or 32,022 sq. ft. of temporary tenant space.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.  The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
17

 
 
1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
 
Anchor and Major Tenant Summary
Anchor Tenants
Ratings 
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total
Sq. Ft.
Lease 
Expiration
Total Sales
(000s)(2)
Sales PSF(2)
Occupancy Cost 
(% of Sales)(2)
Dick’s Clothing & Sporting Goods(3)
NR/NR/NR68,500    12.7% 1/31/2023$10,279 $150 15.0% 
Best Buy (3)(4)
BBB-/Baa2/BBB-60,000    11.1% 2/28/2013NAP NAP  NAP 
T.J. Maxx & More(3)
NR/A3/A 58,075    10.7% 1/31/2014$11,824 $204 12.3% 
Subtotal 186,575     34.5%  $22,103 $175 13.5% 
            
Non-Collateral Anchors           
SearsNR/NR/CCC+210,427    NAP NAPNAP      NAP NAP 
Macy’sNR/Baa3/BBB-177,112    NAP NAPNAP      NAP NAP 
Subtotal 387,539         
            
Major In-Line Tenants                
Old NavyBBB-/Baa3/BB+18,8003.5% 5/31/2021$3,925     $209 11.5% 
Gap(5)
BBB-/Baa3/BB+11,9772.2% MTM$1,678     $140 22.8% 
ExpressBB+/Ba2/BB+8,5291.6% 1/31/2021$3,406     $399 13.7% 
American Eagle OutfittersNR/NR/NR8,3591.5% 1/31/2021$1,940     $232 27.1% 
New York & CompanyNR/NR/NR7,4321.4% 1/31/2016$2,005     $270 23.7% 
Subtotal 55,097     10.2%  $12,954     $235 17.7% 
            
Remaining Tenants           
Other In-line 203,51437.6%  $62,023 $328 18.7% 
Temporary 32,0225.9%  NAP NAP NAP 
Food Court 8,4051.6%  $5,236 $699 23.4% 
Kiosk 1,2940.2%  $1,939 $1,498 33.4% 
Subtotal 245,235      45.3%       
           
Total Occupied Collateral 486,907      90.0%       
           
Vacant 54,221      10.0%       
Total(6)
 541,128     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 provided by the borrower as of December 31, 2011 and only include tenants reporting sales.
(3)The Rent PSF for Dick’s Clothing & Sporting Goods is $19.75 PSF, for Best Buy is $8.90 PSF, and for T.J. Maxx & More is $18.90 PSF.
(4)Blast Fitness subleases 21,668 sq. ft. of the Best Buy space.
(5)Gap’s current lease expired at the end of January 2012. A one-year lease extension is out for signature. Gap is open and currently paying rent.
(6)Does not include 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.
 
18

 
 
 
 
1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
 
Lease Rollover Schedule(1)
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
Per Sq. Ft.(3)
% U/W
Base Rent
Rolling(3)
Cumulative %
of U/W
Base Rent
Temp Tenants(2)
1332,022 5.9%32,022        5.9% $0.00   0.0% 0.0% 
MTM531,271 5.8%63,293      11.7%$26.61 6.6% 6.6% 
2012108,831 1.6%72,124      13.3%$82.47 5.8% 12.4% 
20131389,610 16.6%161,734      29.9%$16.40 11.7% 24.1% 
20141988,768 16.4%250,502      46.3%$28.60 20.2% 44.3% 
20151135,330 6.5%285,832      52.8%$40.77 11.4% 55.7% 
20161024,574 4.5%310,406      57.4%$42.05 8.2% 63.9% 
2017630,165 5.6%340,571      62.9%$31.12 7.5% 71.4% 
2018712,759 2.4%353,330      65.3%$39.53 4.0% 75.4% 
201912,176 0.4%355,506      65.7%$40.84 0.7% 76.1% 
202034,332 0.8%359,838      66.5%$34.52 1.2% 77.3% 
20211156,485 10.4%416,323      76.9%$25.35 11.4% 88.7% 
202212,084 0.4%418,407      77.3%$35.00 0.6% 89.2% 
Thereafter168,500 12.7%486,907      90.0%$19.75 10.8%     100.0% 
VacantNAP54,221 10.0%541,128      100.0%NAP NAP   
Total / Wtd. Avg.111541,128 100.0%  $27.66100.0% 
 
(1)Excludes non-collateral anchor tenants, Sears and Macy’s.
(2)
Temp Tenants represent tenants with leases of less than a year.
(3)
Total / Wtd. Avg. Annual U/W Base Rent Per Sq. Ft. and % U/W Base Rent Rolling excludes Temp Tenant space.
 
The Loan. The Square One Mall loan (the “Square One Mall Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 541,128 square foot regional mall located at 1201 Broadway in Saugus, Massachusetts (the “Square One Mall Property”) with an original principal balance of $100.0 million. The Square One Mall Loan has a 10-year term and amortizes on a 30-year schedule. The Square One Mall Loan accrues interest at a fixed rate equal to 5.4730% and has a Cut-off Date Balance of approximately $99.8 million. Proceeds were used to retire existing debt of approximately $83.3 million, resulting in a cash-out of $15.6 million. Based on the appraised value of $201.0 million as of November 11, 2011, the Cut-off Date LTV is 49.6% and the remaining implied equity is $101.0 million. The most recent prior financing of the Square One Mall Property was included in the LBUBS 2002-C2 transaction.

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$100,000,000100.0% Loan Payoff$83,337,49483.3%
    Closing Costs1,052,3941.1%
    Cash Out15,610,11215.6%
Total Sources$100,000,000100.0% Total Uses$100,000,000100.0%

The Borrower / Sponsor.    The borrower, Mayflower Square One, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Mayflower Realty LLC (the “Guarantor”). However, recourse for any such claim is limited to the Series B Assets of Guarantor (as described in the related mortgage loan documents), including any proceeds from the sale of such assets. Mayflower Realty LLC is a joint venture between Simon Property Group, L.P., The Canada Pension Plan Investment Board and Teachers Insurance and Annuity Association of America.

Simon Property Group, L.P. (“SPG”), rated A-/Baa1/A- by Fitch/Moody’s/S&P, is an S&P 500 company, and one of the largest real estate companies in the United States, owning or having an interest in 391 retail properties comprising 261 million square feet of gross leasable area in North America, Europe and Asia. On October 5, 2011, the company entered into a new, unsecured revolving credit facility that increased the company’s borrowing capacity by $4.0 billion and matures in 2015, and in November 2011, SPG issued $1.2 billion of investment grade debt, rated A- with a “stable” outlook by both Fitch and S&P.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
19

 
 
1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
 
Canadian Pension Plan (“CPP”) Fund is a contributory, earnings-related insurance program, forming one of the two major components of Canada’s public retirement income system. As of September 30, 2011, the Net Asset Value (CAN) was $152.3 billion, with approximately $13.9 billion invested in real estate.

Teachers Insurance and Annuity Association of America (“TIAA”) is a Fortune 100 financial services organization that is the leading retirement provider for people who work in the academic, research, medical and cultural fields. TIAA made its first real estate investments in 1947 and today is one of the largest commercial real estate owners in the nation. TIAA has more than 400 real estate investments in the United States and Europe with an equity investment of approximately $15 billion. More than half of TIAA’s real estate holdings belong to the TIAA Real Estate Account, which was created in 1995 to allow retirement savers to invest directly in a broadly diversified portfolio of income-producing real estate properties. TIAA serves 3.7 million active and retired employees participating at more than 15,000 institutions and has $440.7 billion in combined assets under management as of September 30, 2011.

The Property. The Square One Mall Property is a two-story, enclosed super-regional shopping center totaling 928,667 square feet, of which 541,128 square feet is collateral for the Square One Mall Loan.  Located in Saugus, Massachusetts, the Square One Mall Property was originally constructed in 1959, renovated in 1994 and expanded in 2001. The sponsor purchased the Square One Mall Property in 1998 for an undisclosed price. As of year-end 2011, reporting in-line tenants had trailing-12 month sales of $307 PSF and an occupancy cost of 17.6%. As of December 1, 2011, the Square One Mall Property is 90.0% occupied not including non-collateral anchor tenants and 94.2% occupied including non-collateral anchor tenants. Occupancy at the Square One Mall Property has averaged 94.6% (including non-collateral anchors) since 2008.

The Square One Mall Property is anchored by Sears, Macy’s, Dick’s Clothing & Sporting Goods, Best Buy and T.J. Maxx & More. Sears (210,427 sq. ft.) and Macy’s (177,112 sq. ft.) own their stores and are not collateral for the Square One Mall Loan. Dick’s Clothing & Sporting Goods and T.J. Maxx & More are the only anchors that report sales; Dick’s Clothing & Sporting Goods reported year-end 2011 sales of $150 PSF and an occupancy cost of 15.0%, while T.J. Maxx & More reported sales of $204 PSF and an occupancy cost of 12.3%. In addition, the Square One Mall Property is occupied by a diverse roster of national tenants including Old Navy, The Gap/Gap Kids, H&M, Express, American Eagle Outfitters, Victoria’s Secret, Hollister Co. and Aeropostale.

Historical Sales PSF(1)(2)
 20072008200920102011
Dick’s Clothing & Sporting Goods$108$147$136$146$150
T.J. Maxx & More$193$199$202$203$204
      
In-Line Tenants$360$357$319$287$307
      
 
(1)Historical Sales PSF are based on historical operating statements provided by the borrower.
(2)Approximately 92% of in-line tenants report sales.

Environmental Matters. The Phase I environmental report dated November 17, 2011 recommended the continued implementation of an Asbestos Operations and Maintenance Plan at the Square One Mall Property, which is already in place.

The Market.   The Square One Mall Property is located on the west side of Route 1 in the southwestern portion of Saugus, Massachusetts, about 10 miles north of downtown Boston. U.S. Route 1 is a multi-lane state highway that links the local area with the center of Boston and most of the North Shore communities. According to the appraisal, within a three-mile radius of the Square One Mall Property, the 2010 population was 122,726, increasing to 416,419 people at five miles, and over one million people within 10 miles. The average household income was $78,025 within three miles of the site.

The Square One Mall Property is part of the Route 128 North Submarket, which accounts for 30.9 million square feet of total retail space. Per the CoStar Q4 2011 report, the Route 128 North retail market has a vacancy rate of 4.3% and the quoted net rate is $18.72 PSF. Malls located in the Route 128 North Submarket total 5.7 million square feet of space, representing approximately 19% of total mall space in the Boston retail market. The Square One Mall Property competes directly with four other mall properties located within 14 miles. The four mall properties are considered super regional malls, with an average size of 1.1 million square feet and average occupancy of 94.5%. Northshore Mall and Burlington Mall are also owned by Simon Property Group. The competitive set is detailed in the following 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.
 
20

 
 
 
1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
 
 
Competitive Set(1)
 Name
Square One Mall Property(2)
Northshore MallBurlington MallCambridgeSide GalleriaLiberty Tree Mall 
 Distance from SubjectNAP10 miles North14 miles West9 miles South11 miles North 
 Property TypeRegional MallRegional MallRegional MallRegional MallRegional Mall 
 Year Built / Renovated1959 / 19941958 / 19931968 / 19961991 / NAP1972 / 1996 
 Total Occupancy94.2%94.0%97.0%96.0%91.0% 
 Size (Sq. Ft.)928,6671,579,8201,317,061636,847859,087 
 Anchors / Major Tenants
Sears
Macy’s
Dick’s Clothing & Sporting Goods
Best Buy
T.J. Maxx & More
Macy's
JCPenney
Macy's Men & Furniture
Nordstrom
Sears
Macy's
Lord & Taylor
Sears
Crate & Barrel
Nordstrom
Best Buy
H&M
Macy's
Macy's Home
Sears
Best Buy
Kohl's
Marshalls
Nordstrom Rack
Target
Stop & Shop
 
        
 
(1)  Source: Appraisal
(2)  Includes non-collateral anchor tenants Sears and Macy’s.
 
Cash Flow Analysis.

Cash Flow Analysis
                2009
       2010
    T-12 10/31/2011
    U/W
         U/W PSF
Base Rent(1)
        $13,643,864   $13,680,131      $13,523,162   $13,938,060      $25.76
Value of Vacant Space           0     0        0     818,535        1.51
Gross Potential Rent   $13,643,864   $13,680,131      $13,523,162   $14,756,595        $27.27
Total Recoveries       8,847,648       7,866,668          8,278,893       7,409,608        13.69
Total Other Income           895,129           926,087              883,310           824,960          1.52
Less: Vacancy(2)
           256,376         (110,199)            (140,052)     (1,757,983)        (3.25)
Effective Gross Income     $23,643,017     $22,362,687        $22,545,313     $21,233,180        $39.24
Total Operating Expenses       8,621,734       8,189,777          8,335,874       8,091,611        14.95
Net Operating Income     $15,021,283     $14,172,910        $14,209,439     $13,141,569        $24.29
TI/LC000           439,808          0.81
Capital Expenditures000           182,506          0.34
Net Cash Flow   $15,021,283   $14,172,910      $14,209,439   $12,519,255      $23.14
      
 
(1)  U/W Base Rent includes $149,024 in contractual step rent through November 2012.
(2)  U/W Vacancy of $1,757,983 is comprised of 3.6% of gross income ($818,535) of actual vacancy and 4.1% of gross income ($939,448) of mark to market.
 
Property Management.    The Square One Mall Property is managed by Simon Management Associates, LLC, a borrower affiliate.

Lockbox / Cash Management.    The Square One Mall Loan is structured with a hard lockbox and in place cash management.

Additionally, all excess cash will be swept into a lender controlled account upon (i) an event of default (until such time that such event of default has been cured), (ii) a bankruptcy action by the manager, borrower or guarantor (until such time that such entity is replaced, or in the case of an involuntary bankruptcy, such action is dismissed), or (iii) if the debt service coverage ratio for the trailing four calendar quarters is less than 1.10x for two consecutive quarters, as calculated on the last day of the calendar quarter (until such time that the DSCR is at least 1.10x for two consecutive calendar quarters); provided, however, that the borrower may not cure a cash sweep event more than five times during the loan term.

Initial Reserves.    None.

Ongoing Reserves.   The Square One Loan provides for springing reserves as follows: if (i) the DSCR falls below 1.30x for two consecutive calendar quarters, (ii) there is an event of default, or (iii) there is a bankruptcy action by the manager, then the borrower will be required to make monthly deposits of (i) 1/12 of the annual tax premium into a tax reserve account, (ii) 1/12 of the annual insurance premium into an insurance reserve account; however monthly insurance deposits will not be required so long as (a) an acceptable blanket policy is in place and (b) the insurance premiums for the subsequent 12 months have been paid, (iii) $9,019 into a capital expenditure account, subject to a cap of $216,452 and (iv) $44,167 into a TI/LC reserve account, subject to a cap of $1,060,000.
 
 
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.
 
21

 
 
 
1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Partial Release.  The loan documents permit, without lender consent, the free release of non-income producing portions of the Square One Mall Property, for use that is integrated and consistent with the use of the Square One Mall Property, subject to, among other things, the satisfaction of a loan-to-value test.
 
 
 
 
 
 
 
 
 
 
 
 
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

 
 
 
1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
23

 
 
 
1201 Broadway
Saugus, MA 01906
Collateral Asset Summary
Square One Mall
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$99,779,556
49.6%
1.84x
13.2%
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
24

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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25

 
 
One Union Square South
New York, NY 10003
Collateral Asset Summary
Union Square Retail
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
24.2%
4.12x
21.5%
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
26

 
 
 
One Union Square South
New York, NY 10003
Collateral Asset Summary
Union Square Retail
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
24.2%
4.12x
21.5%
 
 
 Mortgage Loan Information  Property Information
 Loan Seller:LCF  Single Asset / Portfolio:Single Asset
 Loan Purpose:Refinance  Property Type:Anchored Retail
 Sponsor:The Related Companies, L.P.  Collateral:Leasehold
  (“Related”); OTR, an Ohio general  Location:New York, NY
  partnership acting as the duly  Year Built / Renovated:1999 / NAP
  designated nominee of the Board of  Total Sq. Ft.:236,215
  the State Teachers Retirement System  Property Management:Related Management Company, L.P.
  of Ohio (“STRSO”)  
Underwritten NOI(2):
$16,090,296
 Borrower:Union Square Retail Lessee, LLC  
Underwritten NCF(2):
$15,293,527
 Original Balance:$75,000,000  Appraised Value:$310,000,000
 Cut-off Date Balance:$75,000,000  Appraisal Date:January 4, 2012
 % by Initial UPB:8.00%    
 Interest Rate:4.88%  Historical NOI
 Payment Date:
6th of each month
  
2011 NOI(2):
$18,885,516 (YTD November 30, 2011 Ann.)
 First Payment Date:6-Oct-11  
2010 NOI(2):
$9,205,430 (December 31, 2010)
 Maturity Date:6-Sep-21  2009 NOI:$3,334,520 (December 31, 2009)
 Amortization:Interest Only  2008 NOI:$6,285,738 (December 31, 2008)
 Additional Debt:None    
 Call Protection:L(30), D(86), O(4)  Historical Occupancy
 
Lockbox / Cash Management(1):
None  Current Occupancy:100.0% (November 30, 2011)
      2010 Occupancy:88.2% (December 31, 2010)
 Reserves  2009 Occupancy:73.1% (December 31, 2009)
  InitialMonthly  2008 Occupancy:100.0% (December 31, 2008)
 NoneNAPNAP  (1)     See “Lockbox / Cash Management” herein.
      (2)     Includes rents paid by certain sub-subtenants.
 Financial Information    
 Cut-off Date Balance / Sq. Ft.:$318     
 Balloon Balance / Sq. Ft.:$318     
 Cut-off Date LTV:24.20%     
 Balloon LTV:24.20%     
 Underwritten NOI DSCR:4.34x     
 Underwritten NCF DSCR:4.12x     
 Underwritten NOI Debt Yield:21.50%     
 Underwritten NCF Debt Yield:20.40%     
 
Tenant Summary
 RatingsNet Rentable% of NetU/W Base % of TotalLease
Tenant
(Fitch/Moody’s/S&P)(1)
Area (Sq. Ft.)Rentable AreaRent PSFU/W Base RentExpiration
Regal CinemasB+/B3/B+118,77950.30%$42.2423.20%4/30/2023
Best Buy(2)
BBB-/Baa2/BBB-46,08819.50%$74.0015.80%1/31/2025
Nordstrom Rack(2)
A-/Baa1/A-32,13613.60%$124.4718.50%5/31/2020
Duane Reade(2)
NR/A2/A13,9475.90%$238.4015.40%9/30/2030
Citibank, N.A. (2)
A/A3/A-9,7554.10%$500.0022.60%3/31/2020
Total Major Tenants 220,70593.40%$93.4895.50% 
Remaining Tenants 15,5106.60%$62.464.50% 
Total Occupied Collateral 236,215100.00%$91.44100.00% 
Vacant           00.00%   
Total 236,215100.00%   
       
 
(1)  Certain ratings are those of the parent company whether or not the parent company guarantees the lease
(2)  Tenant listed is a sub-subtenant. See “The Property” herein.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
27

 
 
 
One Union Square South
New York, NY 10003
Collateral Asset Summary
Union Square Retail
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
24.2%
4.12x
21.5%
 
 
Lease Rollover Schedule
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
Per Sq. Ft.
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM000.0%00.0%$0.000.0%0.0%
2012000.0%00.0%$0.000.0%0.0%
2013000.0%00.0%$0.000.0%0.0%
2014000.0%00.0%$0.000.0%0.0%
2015000.0%00.0%$0.000.0%0.0%
2016000.0%00.0%$0.000.0%0.0%
201719,0913.8%9,0913.8%$46.662.0%2.0%
2018000.0%9,0913.8%$0.000.0%2.0%
2019000.0%9,0913.8%$0.000.0%2.0%
2020348,31020.5%57,40124.3%$195.0343.6%45.6%
2021000.0%57,40124.3%$0.00.0%45.6%
2022000.0%57,40124.3%$0.00.0%45.6%
Thereafter3178,81475.7%236,215100.0%$65.7354.4%100.0%
VacantNAP 00.0% 236,215100.0%NAPNAP 
Total / Wtd. Avg.7236,215100.0%  $91.44100.0% 
 
 
The Loan.    The Union Square Retail loan (the “Union Square Retail Loan”) is a fixed rate loan secured by the borrower’s leasehold interest in the 236,215 square foot Class A, anchored retail property located at One Union Square South in New York, New York (the “Union Square Retail Property”) with an original principal balance of $75.0 million. The Union Square Retail Loan has a 10-year term and is interest only throughout the term. The Union Square Retail Loan accrues interest at a fixed rate equal to 4.8800% and has a Cut-off Date Balance of $75.0 million. Loan proceeds were used to pay off a prior mezzanine loan in the amount of approximately $32.8 million secured by the equity interest in the mortgage borrower, giving the principals a cash-out of $39.4 million. Based on the appraised value of $310.0 million as of January 4, 2012, the Cut-off Date LTV is 24.2% and the remaining implied equity is $235.0 million.  The most recent prior financing of the Union Square Retail Property was not included in a securitization.
 
 Sources and Uses
 SourcesProceeds% of Total UsesProceeds
           % of Total
 Loan Amount$75,000,000100% Loan Payoff$32,754,94643.7%
     Borrower Recapitalization$39,357,95252.5%
     Closing Costs$2,887,1023.8%
 Total Sources$75,000,000100.0% Total Uses$75,000,000100.0%

The Borrower / Sponsors.    The borrower, Union Square Retail Lessee, LLC (for purposes of this “Union Square Retail” discussion, the “Borrower”) is a single purpose Delaware limited liability company with two independent directors in its organizational structure.  The sponsors of the borrower are The Related Companies, L.P. and OTR, an Ohio general partnership acting as the duly designated nominee of the Board of the State Teachers Retirement System of Ohio (“STRSO”) and the nonrecourse carve-out guarantor is The Related Companies, L.P. (“Related”).  Related owns and operates a portfolio of real estate assets with an estimated value over $12 billion, consisting of a diversified mix of real estate properties. Related’s operating portfolio includes 19 luxury rental buildings with approximately 4,700 units, 18 retail assets totaling more than 3.5 million square feet, and approximately 13,000 affordable housing apartments located throughout the United States. Their operating assets also include over 5 million square feet of office and trade show space.  Related developed a majority of their operating properties and maintains management responsibilities for a majority of the assets.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
28

 
 
 
One Union Square South
New York, NY 10003
Collateral Asset Summary
Union Square Retail
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
24.2%
4.12x
21.5%
 
The Property. The Union Square Retail Property consists of a multi-level retail building totaling 236,215 square feet of net rentable area within four above grade levels and one below grade level, within the luxury mixed-use development located at One Union Square South. The entire One Union Square South mixed-use development is a 22-story building on a 48,223 square foot parcel of land, with a four-story retail component and an 18-story luxury residential component above.  The entire mixed use development contains 240 residential rental apartment units (208,961 square feet), and 236,215 square feet of retail space.  The Union Square Retail Property is leased by the Borrower pursuant to three subleases to (i) Regal Cinemas, (ii) Union Square Development Associates, LLC (“USDA”), a wholly-owned subsidiary of the Borrower and (iii) Union Square Development Associates II, LLC (“USDA II”), a wholly-owned subsidiary of the Borrower as landlord (the subleases to USDA and USDA II are, collectively, the “Affiliate Subleases”).  USDA sub-subleases its tenant space to Best Buy.  USDA II sub-subleases its tenant space to Nordstrom Rack, Duane Reade, Citibank, N.A., Park South Imaging and Union Square Wines. The Union Square Retail Property is anchored by Regal Cinemas, Best Buy and Nordstrom Rack, which occupy 83.4% of the Union Square Retail Property. The site is ground leased through December 31, 2095 with no renewal options.

The Union Square Retail Property was constructed in 1999 and is a retail “air rights” development parcel established pursuant to a reciprocal easement and operating agreement with the owner of the luxury residential apartment tower above the Union Square Retail Property.  The residential tower is separately owned and managed by Related.  The ground floor of the Union Square Retail Property is comprised of an entrance for each of the seven tenants along with a lobby for the residential component of the building.

The Union Square Retail Property, which was originally owned 100% by STRSO, was developed in 1996 and leased by STRSO to its initial subtenants, Circuit City, Virgin Megastore, and United Artists Theaters.  In March 2008, STRSO sold a 49% interest in the ownership of the Union Square Retail Property to Related Union Square Retail Associates, LLC, an affiliate of Related (“Related Owner”).  USDA acquired the Circuit City sublease out of the Circuit City bankruptcy and USDA II acquired the Virgin Megastore sublease in connection with an acquisition of Virgin Megastore.

Environmental Matters. The Phase I environmental report dated February 1, 2012 recommended no further action at the Union Square Retail Property.

Major Tenants.    

Regal Cinemas (118,779 sq. ft., 50.3% of NRA, 23.2% of U/W Base Rent)
Regal Cinemas, Inc. (successor-in-interest to United Artists Theatre Circuit, Inc.) is the tenant under the Regal Cinemas lease.  Regal Cinemas, Inc. is a wholly-owned subsidiary of Regal Entertainment Group (S&P/Moody’s/Fitch rated B+/B3/B+).  Regal Entertainment Group (NYSE: RGC), through its subsidiaries, operates a theatre circuit in the United States. It develops, acquires, and operates multi-screen theatres primarily in mid-sized metropolitan markets and suburban growth areas of larger metropolitan markets under Regal Cinemas, United Artists, and Edwards brand names. As of December 31, 2010, Regal Entertainment Group operated 6,698 screens in 539 theatres in 37 states and the District of Columbia. The company was founded in 2002 and is based in Knoxville, Tennessee.  The location reportedly represents the second-highest gross theater in the tenant’s chain.  Regal has been at the location since its original development.
 
Best Buy (46,088 sq. ft., 19.5% of NRA, 15.8% of U/W Base Rent)
Best Buy Co., Inc. (NYSE: BBY) (S&P/Moody’s/Fitch rated BBB-/Baa2/BBB-) operates as a retailer of consumer electronics, home office products, entertainment software, appliances, and related services. In addition, the company offers service contracts, warranties, repair, delivery, and computer-related services, as well as installation services for home theaters, and mobile audio and appliances. It operates its retail stores and call centers, as well as online retail operations under various brand names, such as Best Buy, The Carphone Warehouse, Five Star, Future Shop, Geek Squad, Magnolia Audio Video, Napster, Pacific Sales, The Phone House, and Speakeasy. Best Buy was formerly known as Sound of Music, Inc. and changed its name to Best Buy Co., Inc. in 1983.  Best Buy Co., Inc. was founded in 1966 and is headquartered in Richfield, Minnesota.  Best Buy began operations at the Union Square Retail Property in 2009, and replaced Circuit City, which vacated in 2009 upon the liquidation of the company.

Nordstrom Rack (32,136 sq. ft., 13.6% of NRA, 18.5% of U/W Base Rent)
Nordstrom, Inc. (NYSE: JWN) (S&P/Moody’s/Fitch rated A-/Baa1/A-) is a fashion specialty retailer, offering apparel, shoes, cosmetics, and accessories for women, men, and children in the United States. The company offers a selection of brand name and private label merchandise. It sells its products through various channels, including Nordstrom full-line stores, Nordstrom Rack off-price stores, Last Chance clearance stores, and Jeffrey boutiques; and through catalog and the Internet. Nordstrom, Inc. also provides a private label card, two Nordstrom VISA credit cards, and a debit card for Nordstrom purchases. Its credit and debit cards feature a shopping-based loyalty program. The company also designs and contracts to manufacture private label merchandise sold in its retail stores. As of March 19, 2010, it had 187 retail stores located in 28 states.  The company was founded in 1901 and is based in Seattle, Washington.  
 
 
29

 
 
One Union Square South
New York, NY 10003
Collateral Asset Summary
Union Square Retail
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
24.2%
4.12x
21.5%
 
Nordstrom Rack opened at the property in 2009, replacing a portion of the space vacated by the Virgin Megastore previously at the Union Square Retail Property.

The Market.  The Union Square Retail Property is located along the south side of Union Square Park in Union Square, a destination location in downtown Manhattan.  Union Square is located at one of New York City’s largest transportation hubs, with seven subway lines stopping at the location.  The Union Square subway station boasts 35.5 million people passing through every year, and the area is one of the most convenient destinations in Manhattan attracting residents, tourists, and businesses alike.  The Union Square area further benefits from its proximity to NYU, creating a strong, stable demand for the property’s retail tenancy.
 
 
Competitive Set(1)
 Name
10 Union
Square East
156 Fifth Avenue541 Broadway110 Fifth Avenue530 Fifth Avenue
38 E. 14th Street
 Distance from Subject0.1 miles0.5 miles1.0 miles0.3 miles1.7 miles0.1 miles
 Property TypeRetailRetailRetailRetailRetailRetail
 Total Occupancy100%100%100%100%100%100%
 Size (Sq. Ft.)4,556 SF9,000 SF4,800 SF12,300 SF11,100 SF4,000 SF
 TenantPanera BreadNikeLacosteJoe FreshChase BankBank of America
        
(1)  Source: Appraisal
 
Cash Flow Analysis.
 
Cash Flow Analysis
 20092010YTD 11/30/2011
(Annualized)
U/WU/W PSF
Base Rent(1)
$8,374,149$13,994,963$21,946,605 $22,587,984$95.62 
Value of Vacant Space000 00.00 
Gross Potential Rent$8,374,149$13,994,963$21,946,605 $22,587,984$95.62 
Total Recoveries3,338,7483,706,9903,757,727 3,782,26316.01 
Total Other Income          0          56,0426,479 6,4790.03 
Less: Vacancy(2)
             0             0            0         (1,318,512)(5.58) 
Effective Gross Income$11,712,897$17,757,995$25,706,810 $25,058,213$106.08 
Total Operating Expenses8,378,3778,552,5656,821,294 8,967,91737.97 
Net Operating Income$3,334,520$9,205,430$18,885,516 $16,090,296$68.12 
TI/LC000 749,5263.17 
Capital Expenditures000 47,2430.20 
Net Cash Flow $3,334,520 $9,205,430 $18,885,516 $15,293,527$64.74 
      
 
(1)  U/W Base Rent includes $65,845 in contractual step rent through August 2012 and $988,662 in straight-line rent over the term of the loan for investment grade tenants.
(2)  U/W vacancy of 5.0% of gross income.

Property Management.    The Union Square Retail Property is managed by Related Management Company, L.P., an affiliate of the sponsor.

Lockbox / Cash Management. The Union Square Retail Loan is structured with no initial lockbox or cash management at the tenant level.  Any sums that are distributable by the Borrower to Related Owner, which is the holder of a 49% interest in the Borrower, are paid into an account controlled by STRSO (the “STRSO Account”) and then transferred to an account controlled by the lender and, provided no event of default exists under the Union Square Retail Loan, are transferred to the Related Owner.  Following the occurrence of an event of default under the Union Square Retail Loan, all such sums are transferred to an account of the lender, to be applied as determined by the lender.

In the event that STRSO no longer controls the STRSO Account or in the event that STRSO no longer controls the Borrower, the Borrower is required to establish a lockbox account controlled by the lender (the “Springing Lockbox”).  The Borrower must cause all subtenants to deposit their rent payable to the Borrower into the Springing Lockbox and must require all subtenants to deposit any sub-subrent payable to the subtenants (which is not already payable to the Borrower) into the Springing Lockbox.  All sums deposited into
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
30

 
 
 
One Union Square South
New York, NY 10003
Collateral Asset Summary
Union Square Retail
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
24.2%
4.12x
21.5%
 
the Springing Lockbox shall be applied by Lender to the payment of ground rent, debt service payments and operating expenses, with any excess sums distributed to the Borrower provided no event of default exists under the Union Square Retail Loan.

Initial Reserves.    None.

Ongoing Reserves.    None.

Current Mezzanine or Subordinate Indebtedness.    None.

Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Ground Lease.    The Union Square Retail Property is subject to a ground lease through December 31, 2095 (the “Ground Lease”).  The Ground Lease was executed on December 13, 1996 between First Sterling Corporation and West Realty Co., LLC as landlord and STRSO, as tenant.  STRSO assigned its leasehold interest to Union Square Retail Trust, the Borrower, on February 29, 2008 (the borrower converted from a trust to a limited liability company and changed its name prior to the closing of the Union Square Retail Loan).  The Ground Lease carried an initial base rent of $2,500,000 per annum.  The Ground Lease includes base rent steps every five years of 12%, with base rent revaluations every 25 years and, during certain periods, otherwise in connection with the expiration of certain below market subleases.  The current base rent being paid by the Borrower under the Ground lease is $3,136,000.  The next base rent step occurs on July 1, 2013, to a rate of $3,512,320 per annum.

There is currently ongoing litigation pertaining to the ground lease, which litigation was filed in 2010 by the ground landlords thereunder against the Borrower, Related, STRSO, USDA and USDA II.  The litigation alleges improprieties in the Affiliate Subleases and in certain of the sub-subleases, including allegations of violations of use restrictions by certain sub-subtenants.  The litigation makes claims for increases in the ground rent payable by the Borrower (and reimbursement for additional historical ground rent payments).  See “Risk Factors – Risks Related to the Mortgage Loans - Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss” in the Free Writing Prospectus for additional information.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
31

 
 
 
One Union Square South
New York, NY 10003
Collateral Asset Summary
Union Square Retail
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$75,000,000
24.2%
4.12x
21.5%
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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33

 
 
 
Various, PR
Collateral Asset Summary
Puerto Rico Retail Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$57,750,000
67.6%
1.59x
12.0%
 
 
 
 
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.
 
 
 
34

 
 
Various, PR
Collateral Asset Summary
Puerto Rico Retail Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$57,750,000
67.6%
1.59x
12.0%
 
 
  Mortgage Loan Information   Property Information
 Loan Seller:LCF  Single Asset / Portfolio:Portfolio of 4 Properties
 Loan Purpose:Acquisition  Property Type:Anchored Retail
 Sponsor:Community Reinvestment Partners II LP  Collateral:Fee Simple
 Borrowers:CRP II – Juncos, LLC;  Location:Various, Puerto Rico
  CRP II – Los Prados, LLC;  Year Built / Renovated:1999-2008 / NAP
  CRP II – Manati, LLC;  Total Sq. Ft.:554,490
  CRP II – University, LLC  Property Management:The Sembler Company of Puerto Rico, Inc.
 Original Balance:$57,750,000  Underwritten NOI:$6,922,251
 Cut-off Date Balance:$57,750,000  Underwritten NCF:$6,514,823
 % by Initial UPB:6.10%  Appraised Value:$85,400,000
 Interest Rate:5.85%  Appraisal Dates:November 21-22, 2011
 Payment Date:
6th of each month
    
 First Payment Date:6-Apr-12    
 Maturity Date:6-Mar-22  
Historical NOI(5)
 Amortization:360 months  TTM NOI:$6,478,922 (T-12 October 31, 2011)
 
Additional Debt(1):
Mezzanine  2010 NOI:$6,148,240 (December 31, 2010)
 
Call Protection(2):
L(24), D(93), O(3)  2009 NOI:$6,489,963 (December 31, 2009)
 Lockbox / Cash Management:Hard / In Place  2008 NOI:$6,751,118 (December 31, 2008)
 
  Reserves(3)   Historical Occupancy
  InitialMonthly  Current Occupancy:88.5% (January 5, 2012)
 Taxes:$128,080$42,693  2011 Occupancy:87.2% (October 31, 2011)
 Insurance:$0Springing  2010 Occupancy:87.4% (December 31, 2010)
 Replacement:$0$13,862  2009 Occupancy:90.3% (December 31, 2009)
 TI/LC:$0$19,407  
(1) See “Current Mezzanine or Subordinate Indebtedness” herein.
 Tank Permit Reserve:$69,375$0  
(2) See “Partial Release” herein.
 Required Repairs:$121,141NAP  
(3) See “Initial Reserves” and “Ongoing Reserves” herein.
      (4) Total Debt includes the mezzanine loan described under “Current Mezzanine or Subordinate Indebtedness” herein.
           The mezzanine loan currently has an interest rate of 11.0%.
  Financial Information  (5) The Walgreens building at the Plaza Los Prados property was recently constructed and opened and commenced  
  Mortgage Loan
Total Debt(4)
       paying rent in May 2011.  Walgreens pays underwritten total rent of $680,366.  The rental income from Walgreens
 Cut-off Date Balance / Sq. Ft.:$104$131       is not included in the 2008, 2009, 2010 or TTM NOI.  Including the rental income from Walgreens, the 2008, 2009,
 Balloon Balance / Sq. Ft.:$88$115       2010 and TTM NOI are $7,431,484, $7,170,329, $6,828,606, and $7,159,288, respectively.
 Cut-off Date LTV:67.60%85.20%   
 Balloon LTV:57.10%74.70%   
 Underwritten NOI DSCR:1.69x1.20x   
 Underwritten NCF DSCR:1.59x1.13x   
 Underwritten NOI Debt Yield:12.00%9.50%   
 Underwritten NCF Debt Yield:11.30%9.00%   
 
Property NameLocationSq. Ft.Year Built / Renovated
Allocated
Loan Amount
Appraised ValueOccupancy
Juncos PlazaJuncos, PR208,0801999 / NAP$14,250,000$23,000,00076.3%
Plaza Los PradosCaguas, PR163,5322008 / NAP22,700,00032,600,00094.5%
Manati Centro PlazaManati, PR117,8722001 / NAP13,800,00020,300,00095.3%
University PlazaMayaguez, PR65,0061999 / NAP7,000,0009,500,000100.0%
Total / Wtd. Average: 554,490 $57,750,000$85,400,00088.5%
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
35

 
 
Various, PR
Collateral Asset Summary
Puerto Rico Retail Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$57,750,000
67.6%
1.59x
12.0%
 
 
Tenant Summary
 RatingsNet Rentable% of Net U/W Base % of TotalLease
Tenant
(Fitch/Moody’s/S&P)(1)
Area (Sq. Ft.)Rentable Area Rent PSFU/W Base RentExpiration
Capri(2)
NR/NR/NR90,90316.40% $10.9613.20%   Various
PITUSA (Todo a Peso)NR/NR/NR35,0006.30% $7.873.60%12/31/2019
SelectosNR/NR/NR32,0815.80% $8.003.40%3/31/2027
Supermercado AmigoAA/Aa2/AA30,0465.40% $7.002.80%11/30/2018
Marshall’sNR/A3/A29,5005.30% $13.505.30%1/31/2017
Gatsby(3)
NR/NR/NR27,7605.00% $15.485.70%   Various
Total Major Tenants 245,29044.20% $10.4633.90% 
Remaining Tenants 245,30444.30% $20.4166.10% 
Total Occupied Collateral 490,59488.50% $15.44100.00% 
Vacant 63,89611.50%    
Total 554,490100.00%    
        
 
(1)  Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)  The Capri leases expire January 2015 (25,789 sq. ft.), October 2016 (30,000 sq. ft.) and July 2027 (35,114 sq. ft.).
(3)  The Gatsby lease at Manati Centro Plaza includes a termination option at either April 2015 or April 2016 with 180 days advance notice. The Gatsby lease at University Plaza includes a termination option at either April 2013 or April 2014 with 180 days advance notice. The Gatsby lease for Manati Centro Plaza (14,512 sq. ft.) expires March 2017 and the Gatsby lease for University Plaza (13,248 sq. ft.) expires February 2015.   
 
Lease Rollover Schedule
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W Base Rent
Per Sq. Ft.
% U/W Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM22,1510.4%2,1510.4% $23.130.7%0.7%
20122141,8367.5%43,9877.9% $22.4912.4%13.1%
2013821,0223.8%65,00911.7% $19.275.3%18.4%
20141448,4298.7%113,43820.5% $14.149.0%27.5%
20151466,82712.1%180,26532.5% $15.6913.8%41.3%
20161351,2609.2%231,52541.8% $15.4410.5%51.8%
20171063,57511.5%295,10053.2% $16.7314.0%65.8%
2018454,7209.9%349,82063.1% $8.486.1%71.9%
2019135,0006.3%384,82069.4% $7.873.6%75.6%
2020000.0%384,82069.4% $0.000.0%75.6%
2021415,7602.8%400,58072.2% $23.895.0%80.5%
2022000.0%400,58072.2% $0.000.0%80.5%
Thereafter590,01416.2%490,59488.5% $16.3719.5%100.0%
VacantNAP63,89611.5%554,490100.0% NAPNAP 
Total / Wtd. Avg.96554,490100.0%  $15.44100.0% 
 
The Loan.    The Puerto Rico Retail Portfolio loan (the “Puerto Rico Retail Portfolio Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 554,490 sq. ft. anchored retail Puerto Rico Retail Portfolio properties located in Puerto Rico (the “Puerto Rico Retail Portfolio Properties”) with an original principal balance of $57.75 million. The Puerto Rico Retail Portfolio Loan has a 10-year term and amortizes on a 30-year schedule. The Puerto Rico Retail Portfolio Loan accrues interest at a fixed rate equal to 5.8500% and has a Cut-off Date Balance of $57.75 million. The Puerto Rico Retail Portfolio Loan proceeds along with mezzanine debt of $15.00 million and $10.59 million of equity from the borrower were used to acquire the Puerto Rico Retail Portfolio Properties for a total cost of approximately $83.34 million. Based on the appraised value of $85.40 million as of November 21 and 22, 2011, the Cut-off Date LTV of the Puerto Rico Portfolio Loan is 67.6%.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
36

 
 
Various, PR
Collateral Asset Summary
Puerto Rico Retail Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$57,750,000
67.6%
1.59x
12.0%
 
 
Sources and Uses
Sources              Proceeds% of Total Uses              Proceeds           % of Total
Loan Amount$57,750,00069.3% Purchase Price$80,000,00096.0%
Mezzanine Loan15,000,00018.0% Escrow at Closing318,5960.4%
Borrower Equity10,593,23312.7% Closing Costs3,024,6373.6%
Total Sources$83,343,233100.0% Total Uses$83,343,233100.0%
 
The Borrower / Sponsor.    The borrowers, CRP II – Juncos, LLC, CRP II – Los Prados, LLC, CRP II – University, LLC, and CRP II Manati, LLC, are single purpose Delaware limited liability companies with two independent directors in their organizational structure.  The sponsor of the borrowers and the nonrecourse carve-out guarantor is Community Reinvestment Partners II LP. Community Reinvestment Partners II LP (“CRP II”) is the second private equity fund launched by Forge Capital Partners, LLC to develop, redevelop and invest in retail shopping centers in Florida, Georgia, Alabama, South Carolina, North Carolina, and Puerto Rico.

As of September 30, 2011, CRP II held 21 properties, including 11 retail properties, five vacant land properties for development, two multifamily properties, one mixed use property, one student housing property, and one office property.  The properties were all acquired between 2008 and 2011.  The properties are all located in the southeastern US, primarily in Florida, with additional properties in Georgia and South Carolina.
 
The Properties:  The Puerto Rico Retail Portfolio Properties consist of the borrowers’ fee interests in four retail properties totaling 554,490 sq. ft. of space in Puerto Rico.
 
Juncos Plaza is a 208,080 sq. ft., grocery-anchored shopping center built in 1999 and located in the Municipality of Juncos, with a 2009 estimated population of 121,296 within a five-mile radius. It is located approximately 11 miles east of Caguas and approximately 24 miles south of San Juan (largest municipality in Puerto Rico).   The Juncos Plaza property is located directly across PR-31 from Amgen’s Puerto Rico manufacturing facility.  Amgen has been located in Juncos for over a decade, and is a multi-million sq. ft. facility. Amgen recently completed an expansion, constructing an additional 500,000 sq. ft. to create a state-of-the-art biotechnology facility for bulk manufacturing.  The Juncos Plaza property is anchored by Supermercado Amigo (subsidiary of WalMart, 2010 sales of $440 PSF, 2.0% occupancy cost).  The Juncos Plaza property is currently 76.3% leased, with the majority of the vacancy attributed to a 30,680 sq. ft. vacant anchor space currently being marketed for lease.  Other major tenants at the Juncos Plaza property include Capri (T-12 sales of $242 PSF, 5.3% occupancy cost), and National Lumber & Hardware.

Plaza Los Prados is a 163,532 sq. ft., anchored shopping center built in 2008 and located in the Municipality of Caguas, with a 2009 estimated population of 182,085 within a five-mile radius. It is located approximately 16 miles south of San Juan.  The direct area has significant commercial development, with shopping malls including Plaza Centro (enclosed mall anchored by Sam’s Club, Costco, and JCPenney), Plaza Villa Blanca (community center  anchored by Marshall’s and Grande Supermarket) and Las Catalinas Mall (enclosed mall anchored by Kmart and Sears).  The Plaza Los Prados property is anchored by Selectos supermarket (T-12 sales of $481 PSF, 2.4% occupancy cost) and Capri (T-12 sales of $300 PSF, 5.2% occupancy cost).  A newly constructed Walgreens (completed in 2011) is additionally located at the Plaza Los Prados property and included in the collateral for the Loan.  The Plaza Los Prados property is currently 94.5% leased, and has been greater than 90% leased for at least the past three years.

Manati Centro Plaza is a 117,872 sq. ft., anchored shopping center built in 2001 and located in the Municipality of Manati, with a 2009 estimated population of 74,538 within a five-mile radius. It is located approximately 17 miles east of Arecibo and 23 miles west of Bayamon.  The Manati Centro Plaza property is located directly across PR-2 from the Doctors’ Center Hospital.  The hospital, founded in 1959, has undergone several expansions and renovations, with the most recent renovation completed in 2005, and currently holds more than 240 beds, with 238 specialists and sub-specialists on staff and 16,000 admissions per year.  The hospital also boasts the Doctors’ Cancer Center, the only center for treatment of oncological and hematological conditions using radiotherapy and chemotherapy in the region, providing a significant draw throughout the island as well as throughout the Caribbean.  The Manati Centro Plaza property is anchored by Marshall’s (TJX Companies) (T-12 sales of $393 PSF, 4.3% occupancy cost) and Capri (T-12 sales of $312 PSF, 5.3% occupancy cost).  The Manati Centro Plaza property is currently 95.3% leased, and has been greater than 90% leased for at least the past three years.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
37

 
 
Various, PR
Collateral Asset Summary
Puerto Rico Retail Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$57,750,000
67.6%
1.59x
12.0%
 
University Plaza is a 65,006 sq. ft. anchored retail shopping center built in 1999 and located in the Municipality of Mayaguez, with a 2009 estimated population of 104,482 within a five-mile radius.  The University Plaza property is located approximately one-half (0.5) mile north of the University of Puerto Rico – Mayaguez campus.  With approximately 13,000 students, the campus is the second largest campus in the 65,000 student, eleven campus University of Puerto Rico system.  The University Plaza property is anchored by PITUS (Todo a Peso).  The University Plaza property is currently 100% leased, and has been greater than 95% leased for at least the past three years.

Environmental Matters. The Phase I environmental reports dated December 22, 2011 recommended no further action at the Puerto Rico Retail Portfolio Properties.
 
The Market. The Puerto Rico Retail Portfolio Properties are located in various municipalities within Puerto Rico, an island located between the Dominican Republic and the US Virgin Islands.  The island has a population of approximately 4.0 million and the island’s major industries are pharmaceutical manufacturing, textiles, and tourism.  The Puerto Rico Retail Portfolio Properties are all located within infill locations within their respective markets.  The Puerto Rico retail market benefits from a limited existing supply, driving significant demand for retail space in existing properties.  According to a report from a trade organization, Puerto Rico has between 10 sq. ft. and 12 sq. ft. of retail per capita, representing less than 50% of the US mainland ratio of approximately 24 sq. ft. per capita.

The appraisals identified 13 comparable retail properties located throughout the island.  With the exception of one property (Rexville Plaza in Bayamon, PR) all of the properties exhibited occupancy rates greater than 93%.  Rexville Plaza was adversely affected by the recent vacating of Pueblos Supermarket (a local grocery chain that filed for bankruptcy due to the increased competition when Amigos entered the market). Rents for retail properties in Puerto Rico vary depending on market location.  Retail rents in the larger municipalities generally range from $25 PSF NNN and higher, with secondary municipalities commanding rents in the $15 PSF to $25 PSF NNN range.  Outparcel buildings generally command a premium to inline space.

Juncos Plaza Competitive Set(1)
NamePlaza Los PradosPerez Hermanos
Plaza
Plaza Centro 2Plaza Junana DiazPlaza Villa Blanca
Distance from SubjectApprox 13 milesApprox 15 milesApprox 7 milesApprox 25 milesApprox 6 miles
Property TypeRetailRetailRetailRetailRetail
Year Built / Renovated20081994199519891985
Total Occupancy95%100%97%100%94%
Size (Sq. Ft.)163,532156,399366,346234,823138,274
Anchors / Major TenantsSelectos, Capri, WalgreensXtra Supermarket, Kmart
Sam’s Club, Costco,
Office Max
Big Kmart, Pueblo
Supermarket,
Walgreens
Marshall’s, Grande
Supermarket
 
(1)  Source: Appraisal and Rent Roll
 
Plaza Los Prados Competitive Set(1)
NameMontehiedra Town
Center
Plaza Centro 2Plaza EscorialPlaza Villa Blanca
Distance from SubjectApprox 10 milesApprox 2 milesApprox 14 milesApprox 2 miles
Property TypeRetailRetailRetailRetail
Year Built / Renovated1999199519971985
Total Occupancy99%97%100%94%
Size (Sq. Ft.)610,911366,346636,415138,274
Anchors / Major TenantsKmart, Home Depot,
Caribbean Cinemas,  
Mega Marshall’s
Sam’s Club, Costco, Office
Max
Sam's Club, WalMart, Home
Depot, Caribbean Cinemas,
Office Max
Marshall’s, Grande
Supermarket

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

 
 
Various, PR
Collateral Asset Summary
Puerto Rico Retail Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$57,750,000
67.6%
1.59x
12.0%
 
Manati Centro Plaza Competitive Set(1)
Name
Plaza
Isabela SC
Plaza Vega
Baja SC
Rexville PlazaRexville Towne
Center
Western
Plaza II SC
Distance from SubjectApprox 38 milesApprox 10 milesApprox 30  milesApprox 30 milesApprox 50 miles
Property TypeRetailRetailRetailRetailRetail
Year Built / Renovated19941990198019751998
Total Occupancy99%95%71%96%97%
Size (Sq. Ft.)255,520184,938132,309366,400224,655
Anchors / Major TenantsWalMart, Selectos,
Pep Boys, Caribbean
Cinemas
WalMart, Econo
Supermarket,
Walgreens
Capri, CVS, Western
Auto Parts
Supermercado
Amigo, Office Max
Caribbean Cinemas,
Sam’s Club,  Pep Boys
 
(1)  Source: Appraisal
 
University Plaza Competitive Set(1)
NameManati Centro
Plaza
Plaza Del Oeste SCPlaza Isabela SCWestern Plaza II SCYauco Plaza 2
Distance from SubjectApprox 55 milesApprox 18 milesApprox 22 milesApprox 1 milesApprox 28 miles
Property TypeRetailRetailRetailRetailRetail
Year Built / Renovated2001199119941998N/A
Total Occupancy95%99%99%97%100%
Size (Sq. Ft.)134,685184,746255,250224,655205,714
Anchors / Major TenantsMarshall's, Capri,
Gatsby
Kmart, Pueblo
Supermarket
WalMart, Selectos,
Pep Boys, Caribbean
Cinemas
Caribbean Cinemas,
Sam's Club, Pep
Boys
Kmart, Walgreens,
Grande Supermarket

(1)  Source: Appraisal and Rent Roll
 
Cash Flow Analysis.
 
Cash Flow Analysis 
 20092010T-12 10/31/11U/WU/W PSF 
Base Rent(1)
$6,736,219$6,434,525$6,764,521$7,573,089$13.66 
Value of Vacant Space000811,2051.46 
Gross Potential Rent$6,736,219$6,434,525$6,764,521$8,384,294$15.12 
Total Recoveries2,125,6932,169,5532,331,8832,471,0494.46 
Total Other Income305,091289,192335,265302,7500.55 
Less: Vacancy(2)
000        (1,119,387)(2.02) 
Effective Gross Income$9,167,003$8,893,270$9,431,669$10,038,706$18.10 
Total Operating Expenses2,677,0402,745,0302,952,7473,116,4565.62 
Net Operating Income$6,489,963$6,148,240$6,478,922$6,922,251$12.48 
TI/LC3995993,787241,0810.43 
Capital Expenditures16,87022,59612,135166,3470.30 
Net Cash Flow$6,472,694$6,125,045$6,463,000 $6,514,823$11.75 
       
 
(1)  U/W Base Rent includes $143,176 in contractual step rent through November 2012.
(2)  U/W vacancy of 10.0% of gross income.

Property Management.    The Puerto Rico Retail Portfolio Properties are managed by The Sembler Company of Puerto Rico, Inc.  Affiliates of The Sembler Company of Puerto Rico, Inc. sold the Puerto Rico Retail Portfolio Properties to the borrowers.  Additionally, Greg and Brent Sembler, members of The Sembler Company of Puerto Rico, Inc. collectively own a 30% indirect interest in the borrowers.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
39

 
 
Various, PR
Collateral Asset Summary
Puerto Rico Retail Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$57,750,000
67.6%
1.59x
12.0%
 
Lockbox / Cash Management.    The Puerto Rico Retail Portfolio Loan is structured with a hard lockbox and in place cash management.

Additionally, all excess cash will be swept into a lender controlled account (i) upon the occurrence of an event of default, (ii) if the debt service coverage ratio for the trailing 12-month period is less than 1.20x, or (iii) if any tenant occupying more than 20% of the Puerto Rico Retail Properties (either physical or economic occupancy) goes dark, notifies of intent to vacate or surrender, becomes insolvent or files for bankruptcy protection. If the excess cash flow sweep resulted from item (ii) above, then the borrower may exit the excess cash flow sweep (but not cash management) once during the loan term upon the Puerto Rico Retail Portfolio Properties achieving a debt service coverage ratio of 1.45x or better for two consecutive quarters and no other sweep trigger event has occurred.

Initial Reserves.    At closing, the borrower deposited (i) $128,080 into a tax reserve account, (ii) $121,141 into the required repair reserve account and (iii) $69,375 into the Tank Permit reserve account to cover the estimated cost to obtain the required permits for above ground storage tanks at the Puerto Rico Retail Portfolio Properties to be in compliance with Junta de Calidad Ambiental (Environmental Quality Board).

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) $42,693 into a monthly tax reserve account, (ii) $13,862 into a replacement reserve account and (iii) $19,407 into a TI/LC reserve account. The TI/LC reserve account is capped at $825,000. Insurance is currently covered under a blanket policy. In the event that the Puerto Rico Retail Portfolio Properties are required to be insured under individual policies in the future, insurance reserves will be taken on an ongoing monthly basis.

Current Mezzanine or Subordinate Indebtedness.  In conjunction with the origination of the Puerto Rico Retail Portfolio Loan, Ladder Capital Finance LLC provided $15,000,000 of co-terminus mezzanine financing. The mezzanine loan borrower is required to make interest only payments for the full ten-year term of the mezzanine loan. The mezzanine loan bears interest at an annual rate of 11.0% for the first five years and 12.0% for the last five years.  

Future Mezzanine or Subordinate Indebtedness Permitted.   None

Partial Release. A vacant land parcel of 2,315.0251 square meters located at the northwest corner of the Juncos Plaza property (the “Juncos Release Parcel”) may be released from the collateral subject to a paydown of the Puerto Rico Retail Portfolio Loan in the amount equal to the greater of (i) the gross sales proceeds of the sale for the Juncos Release Parcel less actual closing costs not to exceed 6.0% of such gross sales proceeds, and (ii) $660,000, and upon payment of the applicable yield maintenance premium as determined by the related loan documents.  No other partial releases are permitted during the term of the Puerto Rico Retail Portfolio Loan.

Substitution of Properties. None permitted.

 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
 
40

 
 
Various, PR
Collateral Asset Summary
Puerto Rico Retail Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$57,750,000
67.6%
1.59x
12.0%
 
 

 
 
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.
 
41

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
 


 

The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
42

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
 
 Mortgage Loan Information  Property Information
 
Loan Seller(1):
GACC   Single Asset / Portfolio:Portfolio of 12 Properties
 Loan Purpose:Refinance   Property Type:Office, Retail and Industrial
 Sponsor:Allen R. Hartman; Hartman Income REIT, Inc.  Collateral:Fee Simple
 Borrower:Hartman Income REIT Property Holdings, LLC  Location:Various, TX
 
Original Balance(2):
$56,514,846   Year Built / Renovated:1970-1984 / Various
 
Cut-off Date Balance(2):
$56,514,846   Total Sq. Ft.:1,638,830
 % by Initial UPB:6.00%   Property Management:Hartman Income REIT Management, LLC
 Interest Rate:6.50%   Underwritten NOI:$7,074,166
 Payment Date:
1st of each month
   Underwritten NCF:$5,841,945
 First Payment Date:1-Nov-08   “As-is” Appraised Value:$90,200,000
 Maturity Date:1-Oct-18   “As-is” Appraisal Date:May-July 2011
 
Amortization(3):
360 months   
“As Stabilized” Appraised Value(5):
$96,540,000
 
Additional Debt(2):
$10,000,000 Non-Pooled Junior Trust Component  
“As Stabilized” Appraisal Date(5):
July 2012-May 2014
 Call Protection:YM1(117), O(3)    
 Lockbox / Cash Management:None  Historical NOI
      TTM NOI:$7,755,639 (T-12 October 31, 2011)
  Reserves(4)  2010 NOI:$8,824,245 (December 31, 2010)
  InitialMonthly  2009 NOI:$8,834,836 (December 31, 2009)
 NoneNAPNAP  2008 NOI:$7,169,586 (December 31, 2008)
        
 Financial Information  Historical Occupancy
  Mortgage LoanTotal Debt  Current Occupancy:70.5% (November 14, 2011)
 Cut-off Date Balance / Sq. Ft.:$34$41  2010 Occupancy:71.6% (December 31, 2010)
 Balloon Balance / Sq. Ft.:$31$37  2009 Occupancy:76.8% (December 31, 2009)
 Cut-off Date LTV:62.70%73.70%  2008 Occupancy:82.6% (December 31, 2008)
 Balloon LTV:56.50%66.40%  (1)   At origination in September 2008, J. P. Morgan Investment Management Inc.
 Underwritten NOI DSCR:1.62x1.38x     funded a loan with an original principal balance of $67.6 million.
 Underwritten NCF DSCR:1.34x1.14x     GACC purchased the loan in June 2011.
 Underwritten NOI Debt Yield:12.50%10.60%  (2)    The Hartman Portfolio Loan has been split into a pooled senior trust component
 Underwritten NCF Debt Yield:10.30%8.80%      of approximately $56.5 million and a non-pooled junior trust component of $10.0 million.
      The $56,514,846 balance represents the original Total Debt of
      $67,600,000 amortized down to $66,514,846, less the $10,000,000 Non-Pooled
      Junior Trust Component. See “Current Mezzanine or Subordinate
      Indebtedness” herein.
      
(3)      The Hartman Portfolio Loan was structured with an initial 2-year interest only
      period that expired after the payment date in October 2010.
      (4)    The lender may require, in its discretion, monthly deposits of 1/12 of 110% of
      the annual insurance premiums and taxes due.
      (5)    The “As Stabilized” Cut-off Date LTV is 58.5% based on the Mortgage Loan
      amount and certain properties achieving stabilized occupancy levels. Total Debt
      As Stabilized Cut-off Date LTV is 68.9%.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
43

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
 
Property NameLocationSq. Ft.Year Built / Renovated
Allocated Mortgage
Loan Amount
Appraised Value
Westheimer Central PlazaHouston, TX182,5061982 / NAP$9,397,628$14,750,000
The PreserveHouston, TX218,6891970 / NAP6,881,40210,000,000
North Central PlazaDallas, TX198,3741982 / NAP6,112,58213,000,000
Walzem PlazaSan Antonio, TX182,7131981 / NAP5,790,09611,560,000
3100 Timmons LaneHouston, TX111,2651975 / 20004,560,38110,750,000
One Mason PlazaKaty, TX75,1831983 / NAP4,359,2436,900,000
Northbelt Atrium IHouston, TX118,4611980 / NAP4,250,1773,350,000
Park CentralDallas, TX127,9131974 / NAP3,892,5026,000,000
Northbelt Atrium IIHouston, TX106,6771983 / NAP3,653,7212,800,000
11811 North FreewayHouston, TX156,3611982 / 20003,477,4624,500,000
Tower PavilionHouston, TX87,5891981 / NAP2,359,5323,550,000
Central Park Business CenterRichardson, TX73,0991984 / NAP1,780,1183,040,000
Total / Wtd. Avg. 1,638,830 $56,514,846$90,200,000
 
Tenant Summary
    Tenant
Property
Ratings
(Fitch/Moody’s/S&P)(1)
Net Rentable
Area (Sq. Ft.)
 
% of Net
Rentable Area
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
Alon USA Energy, Inc.Park CentralNR/NR/B41,969  2.60% $17.70 4.50% 12/31/2012
Harris County Sheriff’s DepartmentNorthbelt Atrium INR/NR/NR27,303  1.70% $14.57 2.40% 6/30/2020
Fallas Paredes / J & M SalesWalzem PlazaNR/NR/NR25,000  1.50% $5.00 0.80% 7/31/2018
F.E.S. ManagementWestheimer Central
Plaza
NR/NR/NR20,565  1.30% $18.00 2.20% 
 MTM(2)
Harbor Freight ToolsWalzem PlazaNR/NR/NR18,125  1.10% $5.52 0.60% 1/31/2017
Total Major Tenants  132,962  8.10% $13.05 10.40%  
Remaining Tenants  1,023,017  62.40% $14.55 89.60%  
Total Occupied Collateral  1,155,979   70.50% $14.38 100.00%  
Vacant  482,851   29.50%      
Total  1,638,830  100.00%      
           

(1)  Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)  F.E.S. Management has been at the property since July 2003 and has been on a MTM lease since March 2008.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
44

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
 
Lease Rollover Schedule
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
Per Sq. Ft.
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM3373,5234.5%73,5234.5%$16.157.1%7.1%
201265201,25212.3%274,77516.8%$16.4619.9%27.1%
201374200,92612.3%475,70129.0%$14.3617.4%44.4%
201443128,1627.8%603,86336.8%$15.1511.7%56.1%
201562184,92011.3%788,78348.1%$14.9716.7%72.8%
201652146,3668.9%935,14957.1%$15.0513.3%86.0%
201716106,9186.5%1,042,06763.6%$11.337.3%93.3%
20181136,9692.3%1,079,03665.8%$7.491.7%95.0%
201926,6280.4%1,085,66466.2%$16.670.7%95.6%
2020650,7533.1%1,136,41769.3%$13.784.2%99.9%
2021000.0%1,136,41769.3%$0.000.0%99.9%
2022000.0%1,136,41769.3%$0.000.0%99.9%
Thereafter1319,5621.2%1,155,97970.5%$1.210.1%100.0%
VacantNAP482,85129.5%1,638,830100.0% NAP   NAP 
Total / Wtd. Avg.3771,638,830100.0%     $14.38    100.0% 
 
The Loan.    The Hartman Portfolio loan (the “Hartman Portfolio Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 1,638,830 square foot portfolio of office, retail and industrial properties located in Harris, Dallas, and Bexar counties in Texas (the “Hartman Portfolio Properties”). The Hartman Portfolio Loan was originated by an affiliate of J.P. Morgan Investment Management Inc. in September 2008 with an original principal balance of $67.6 million, and subsequently acquired by GACC in June 2011. The Hartman Portfolio Loan has a 10-year term and currently amortizes on a 30-year schedule, as the 24-month interest only period expired after the October 2010 payment. The Hartman Portfolio Loan accrues interest at a fixed rate equal to 6.5000% and has a Cut-off Date Balance of approximately $56.5 million, along with a non-pooled junior trust component with a Cut-off Date Balance of $10.0 million. Loan proceeds were used to retire existing debt of approximately $52.8 million, giving the borrower a cash out of approximately $13.3 million. Based on the “As-is” appraised value of $90.2 million as of May 2011 through July 2011, the Cut-off Date LTV is 62.7% based on the pooled senior trust amount, 73.7% based on the Total Debt amount and the remaining implied equity is $22.6 million. Based on the “As Stabilized” appraised value of $96.54 million as of July 2012 to May 2014, the “As Stabilized” Cut-off Date LTV is 58.5% based on the pooled senior trust amount and 68.9% based on the Total Debt amount. The most recent prior financing for the Hartman Portfolio Properties was not included in a securitization.
 
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total 
Mortgage Loan$57,600,00085.2% Loan Payoff$52,841,82578.2%
Non-Pooled Junior Trust Component$10,000,00014.8% Closing Costs1,429,9672.1%
    Borrower Cash Out13,328,20819.7%
Total Sources$67,600,000100.0% Total Uses$67,600,000100.0%
 
The Borrower / Sponsor.    The borrower, Hartman Income REIT Property Holdings, LLC, is a single purpose Delaware limited liability company. The borrower does not have independent directors in its organizational structure, but is required to obtain lender consent for material actions. The sponsor of the borrower and the nonrecourse carve-out guarantor is Allen R. Hartman and Hartman Income REIT, Inc., jointly and severally.

Hartman Income REIT, Inc. is a Real Estate Investment Trust founded in 1983 by Allen R. Hartman. Hartman Income REIT, Inc. owns and/or manages 31 properties with 4.2 million square feet of office, industrial and retail space located in Houston, Dallas and San Antonio, Texas. As of Q1 2011, Hartman Income REIT, Inc. reported total assets of $115.2 million and total shareholders’ equity $31.8 million. Allen R. Hartman is the President, Chief Executive Officer and Chairman of the Board of Directors of Hartman Income REIT, Inc. Allen R. Hartman, as well as his wholly owned affiliates, holds a 20.4% interest in the securities of Hartman Income REIT, Inc. and its subsidiaries.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
45

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
The Properties. The Hartman Portfolio Properties consist of 12 properties totaling 1,638,830 square feet, and located in Houston, Dallas, San Antonio, Katy and Richardson, Texas. The collateral consists of nine Class B office buildings that total 1,307,835 square feet (79.8% of Total Sq. Ft. and 85.0% of Annual U/W Base Rent), two retail properties that total 257,896 square feet (15.7% of Total Sq. Ft. and 12.8% of Annual U/W Base Rent) and one industrial property that totals 73,099 square feet (4.5% of Total Sq. Ft. and 2.2% of Annual U/W Base Rent). Overall, the Hartman Portfolio Properties are 70.5% leased to approximately 380 tenants as of November 14, 2011.

Westheimer Central Plaza (11.1% of Portfolio NRA, 14.8% of Annual U/W Base Rent) is a 182,506 square foot Class B office property located 12 miles west of the Houston CBD in the Westchase District. Westheimer Central was built in 1982 and is 71.2% leased to 38 tenants as of November 14, 2011. The top three tenants are F.E.S. Management, Lifestyles Unlimited, Inc. and Triple Point Technology, Inc., which make up 24.3% of the property NRA.

The Preserve (13.3% of Portfolio NRA, 14.0% of Annual U/W Base Rent) is a 218,689 square foot Class B office property consisting of seven low-rise buildings located 10 miles west of the Houston CBD. The Preserve was built in 1970 and is 78.3% leased to 82 tenants as of November 14, 2011. The top three tenants are General Welding Works, Pacific Industrial Contractor Screening and The Reyna Group, which make up 10.5% of the property NRA.

North Central Plaza (12.1% of Portfolio NRA, 15.2% of Annual U/W Base Rent) is a 198,374 square foot, 10-story Class B office building located approximately 10 miles north of the Dallas CBD. North Central Plaza was built in 1982, and is 75.7% leased to 40 tenants as of November 14, 2011. The top three tenants are Allied Interstate, Inc. d/b/a Iqor, Inc., Pyke & Pyke, P.C. and Prosperity Bank, which make up 17.9% of the property NRA. The property also includes a four-story parking garage. Its location along U.S. Highway 75 (North Central Expressway) and Interstate Highway 635 (LBJ Freeway) offer access to DFW International Airport, Love Field Airport, and the Dallas CBD.

Walzem Plaza (11.1% of Portfolio NRA, 7.7% of Annual U/W Base Rent) is a 182,713 square foot community retail center located approximately 7 miles from the San Antonio CBD and approximately 4 miles from the San Antonio International Airport. Walzem Plaza was built in 1981, and is 79.9% leased to 29 tenants as of November 14, 2011. The top three tenants are Fallas Paredes / J & M Sales, Harbor Freight Tools and 99 Cent Only Store, which make up 33.4% of the property NRA. The immediate area surrounding Walzem Plaza consists mainly of retail and single-family residential properties.

3100 Timmons Lane (6.8% of Portfolio NRA, 11.5% of Annual U/W Base Rent) is a 111,265 square foot, five-story Class B office building located approximately six miles west of the Houston CBD. 3100 Timmons was built in 1975, renovated in 2000 and is 94.6% leased to 33 tenants as of November 14, 2011. The top three tenants are The Methodist Hospital, Techcess Solutions, Inc. and RWS Architects, Inc., which make up 22.5% of the property NRA. There is a minimal amount of vacant land in the immediate neighborhood, which is considered to be approximately 95% built-out.

One Mason Plaza (4.6% of Portfolio NRA, 5.1% of Annual U/W Base Rent) is a 75,183 square foot neighborhood retail center located in the city of Katy, approximately 25 miles southwest of the Houston CBD. One Mason Plaza Shopping Center was built in 1983 and is 82.1% leased to 23 tenants as of November 14, 2011. The top three tenants are El Mene, Inc. d/b/a Einstein's Pub, Katy Quilt N' Sew, Inc. and Alsafa Imports, Inc., which make up 24.6% of the property NRA. The immediate area surrounding the subject is an area of development, consisting primarily of residential uses with much of the development being built from 1999 to the present.

Northbelt Atrium I (7.2% of Portfolio NRA, 5.9% of Annual U/W Base Rent) is a 118,461 square foot office building, built in 1980 and is 57.5% leased to 19 tenants as of November 14, 2011. The top three tenants are Harris County Sheriff's Department, Tradenet Enterprise, Inc. and Alhlers & Stoll P.C., which make up 30.4% of the property NRA. Northbelt Atrium II (6.5% of Portfolio NRA, 1.7% of Annual U/W Base Rent) is a 106,677 square foot Class B office building, built in 1983 and is 16.1% leased to four tenants as of November 14, 2011. The top three tenants are Leschaco Inc., USA-General Services Administration and Mothers Against Drunk Driving, which make up 13.7% of the property NRA. Both properties are located in the northern Houston MSA, across the street from each other. The properties are located in close proximity to the George Bush Intercontinental Airport, within an energy sector known as Greenspoint. The two properties had previously been largely occupied by Baker Hughes, the world’s third largest oil field services company. Baker Hughes had been a tenant at these properties since 1989 during which time they once occupied approximately 37% of the total square feet at Northbelt Atrium I and approximately 60% of the square feet at Northbelt Atrium II, a total of approximately 107,850 square feet at both properties. Baker Hughes undertook development of an office building in North Houston for the stated purpose of consolidating a number of Houston area office locations, and relocated various Houston area offices, including the offices at Northbelt Atrium I and II.
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
46
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
Park Central (7.8% of Portfolio NRA, 10.0% of Annual U/W Base Rent) is a 127,913 square foot, eight-story Class B office building located in north Dallas County, approximately 10 miles north of the Dallas CBD, near the intersection of LBJ Freeway and North Central Expressway. Park Central was built in 1974 and is 85.4% leased to 29 tenants of November 14, 2011. The top three tenants are Alon USA Energy, Inc., Always Home Health Services, Inc. and Saturn Learning Solutions, which make up 42.9% of the property NRA. Its location offers access to DFW International Airport, Love Field Airport, and the Dallas CBD.

11811 North Freeway (9.5% of Portfolio NRA, 6.0% of Annual U/W Base Rent) is a 156,361 square foot, nine-story Class B office property located in the northern Houston MSA. 11811 North Freeway was built in 1982, renovated in 2000, and is 50.9% leased to 39 tenants as of November 14, 2011. The top three tenants are Meridian Business Centers SW Partners LP, Wisco Inc. and Naca Logistics, which make up 21.3% of the property NRA. The property is located in close proximity to the George Bush Intercontinental Airport, within an energy sector known as Greenspoint. FMA Alliance, a Houston based collection agency, occupied 41,258 square feet of office space (approximately 26.4% of property NRA) and moved out in the second half of 2010 when their lease expired.

Tower Pavilion (5.3% of Portfolio NRA, 5.9% of Annual U/W Base Rent) is a 87,589 square foot, six-story Class B office property located eight miles southwest of the Houston CBD. Tower Pavilion was built in 1981 and is 80.8% leased to 38 tenants as of November 14, 2011. The top three tenants are Hartman Management, Unity Church and Busby & Associates, which make up 26.1% of the property NRA. The property has a structured parking garage attached to the building and is located one block south of the Westheimer Central property.

Central Park Business Center (4.5% of Portfolio NRA, 2.2% of Annual U/W Base Rent) is a 73,099 square foot industrial property located in the city of Richardson, approximately 15 miles north of the Dallas CBD. Central Park Business Center was built in 1984 and is 63.7% leased to 5 tenants as of November 14, 2011. The top three tenants are Sipera Systems, Inc., Adolfson & Peterson and USA Signal Technology, LLC, which make up 54.4% of the property NRA.

Environmental Matters. The Phase I environmental reports dated June 29, 2011 recommended no further action at the Westheimer Central Plaza, North Central Plaza, One Mason Plaza, Northbelt Atrium II, Tower Pavilion and Central Park Business Center Properties. An Asbestos Operation and Maintenance Plan was recommended at The Preserve, 3100 Timmons, Northbelt Atrium I, and Park Central Properties, which is already in place. Routine maintenance was recommended at Walzem Plaza (replacing mold-impacted ceiling tiles) and 11811 North Freeway (installment of a secondary containment beam or similar structure around the on-site 130-gallon AST).

The Market.    The Hartman Portfolio Properties are located throughout five cities in Texas. Seven properties (59.9% of Total Sq. Ft.) are located in Houston, two properties are located in Dallas (19.9% of Total Sq. Ft.) and the remaining three properties are located in San Antonio (11.1% of Total Sq. Ft.), Katy (4.6% of Total Sq. Ft.) and Richardson (4.5% of Total Sq. Ft.). A summary of submarket rental rates and occupancy information is presented in the following chart. Average market lease rates and occupancy percentages are presented in the chart below.

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

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
 
Hartman Portfolio Market Comparison
  
CoStar
Property Type(1)
 OccupancyRental Rate PSF
Property NameCity
CoStar Submaket(1)
Phys.(2)
U/W
Mkt.(1)
U/W
Mkt. (1)
Westheimer Central PlazaHouston, TXClass B OfficeWestchase71.2%71.1%85.8%$19.00$18.22
The PreserveHouston, TXClass B OfficeNorth Loop West78.3%78.6%76.4%$13.60$16.33
North Central PlazaDallas, TXClass B OfficeEast LBJ Freeway75.7%76.7%75.9%$16.80$16.03
Walzem PlazaSan Antonio, TXRetail Shopping CenterNortheast79.9%80.4%88.9%$8.80$11.29
3100 Timmons LaneHouston, TXClass B OfficeGreenway Plaza94.6%94.8%91.6%$18.12$22.38
One Mason PlazaKaty, TXRetail Shopping CenterFar Katy South Ret82.1%82.2%91.5%$13.71$18.97
Northbelt Atrium IHouston, TXClass B OfficeGreenspoint/IAH57.5%57.6%87.1%$14.50$16.67
Park CentralDallas, TXClass B OfficeEast LBJ Freeway85.4%86.3%75.9%$15.21$16.03
Northbelt Atrium IIHouston, TXClass B OfficeGreenspoint/IAH16.1%16.1%87.1%$16.01$16.67
11811 North FreewayHouston, TXClass B OfficeGreenspoint/N Belt West50.9%51.2%80.7%$12.53$15.32
Tower PavilionHouston, TXClass B OfficeRichmond/Fountainview80.8%81.1%89.5%$13.82$15.97
Central Park Business CenterRichardson, TXFlex IndustrialRichardson Ind63.7%62.4%75.8%$7.69$8.48
Total / Wtd. Avg.   70.5%71.4%83.0%$14.38$16.03
 
(1)  Market information is based on Q3 2011 CoStar Reports, and represents submarket Occupancy and Rent Rates PSF.
(2)  Physical Occupancy based on the rent rolls dated November 14, 2011.

Houston Market
Fueled by high energy prices, Houston’s economy grew steadily in 2011, with job growth more than doubling the national average. Total employment gained nearly 70,000 new jobs from November 2010 to November 2011, largely supported by the professional and business services. Houston is home to the headquarters of over 20 Fortune 500 companies, with the large majority being in the energy sector. According to CoStar Q3 2011, the Houston office market’s inventory totaled in excess of 265 million square feet within over 5,400 buildings. Its current inventory is represented by 107.1 million square feet of Class A space, 118.5 million square feet of Class B space and 40.0 million square feet of Class C space. Direct vacancy for the overall Houston office market was 13.3% with the average quoted rental rate at $22.77 PSF. Direct vacancy for Class B properties in the Houston office market was 14.0% with the average quoted rental rate at $19.22 PSF.

Houston’s retail inventory consists mainly of shopping centers (including neighborhood, community, and strip centers) and general retail. Malls (11%) and power centers (6%) make up a small portion of the retail stock in Houston. Shopping center vacancies peaked in Q4 2008 at 12.3% and have fallen by approximately 2.5% since then. According to CoStar Q3 2011, direct vacancy for the Houston retail market was 6.9%, and has ranged between 6.9% and 8.7% since 2007. The Q3 2011 average quoted rental rate for Houston retail was $14.48 PSF.

Dallas/Fort Worth Market
According to the U.S. Bureau of Labor Statistics, Dallas Fort Worth has added more than 80,000 jobs since November 2010, one of the largest nominal gains of any metro area in the U.S.  The Dallas/Fort Worth metro is home to a number of corporate headquarters in a variety of industry sectors, as a result employment growth here is not solely reliant on any singular sector. The Dallas forecast is positive as a result of strengthening national demand and growth in the IT industry.  According to CoStar Q3 2011, the Dallas/Fort Worth office market’s inventory totaled approximately 336.1 million square feet within over 9,800 buildings. Its current inventory is represented by 120.8 million square feet of Class A space, 164.9 million square feet of Class B space and 50.5 million square feet of Class C space. Direct vacancy for the overall Dallas/Fort Worth office market was 16.7%, with the average quoted rental rate at $19.22 PSF. Direct vacancy for Class B properties in the Dallas/Fort Worth office market was 17.4%, with the average quoted rental rate at $17.57 PSF.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
48

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
Key market indicators in the 1st quarter of 2011 signify that recovery continues to move forward at a moderate pace in the Dallas/Fort Worth industrial market. After first experiencing a wave of recovery at the end of 2010 with marked improvements in absorption, vacancy rates and overall economic conditions, the market has shown no signs of slowing down. Considering the recent trends in absorption and the lack of new construction, the local market area is projected to maintain a stabilized occupancy position.  According to CoStar Q3 2011, the Dallas/Fort Worth industrial market’s inventory totaled approximately 764.7 million square feet within approximately 19,000 buildings. Its current inventory is represented by 140.3 million square feet of Flex space and 624.4 million square feet of warehouse space. Direct vacancy for the Dallas/Fort Worth market was 10.5% with the average quoted rental rate at $4.32 PSF.

San Antonio Retail Market
PPR projects San Antonio to have some of the strongest employment growth in the nation exceeding 2.0% per year through 2015, and boding well for in-migration, population growth, and retail sales growth here. Strong retail demand drivers coupled with very limited supply should result in a decline in vacancies.  San Antonio also maintains a burgeoning tourism industry, which will bolster above-average retail sales per capita. According to CoStar Q3 2011, the San Antonio retail market’s inventory totaled in excess of 123.4 million square feet within over 11,800 buildings. Its current inventory is represented by 59.5 million square feet of general retail space, 14.7 million square feet of mall space, 6.2 million square feet of power center space, and 43.1 million square feet of specialty and shopping center space. Direct vacancy for the San Antonio retail market was 6.5% with the average quoted rental rate at $14.25 PSF.

Cash Flow Analysis.

Cash Flow Analysis 
 20092010T-12 10/31/2011U/WU/W PSF
Base Rent(1)
$19,355,695$18,916,707$16,418,858$16,915,297$10.32 
Value of Vacant Space0007,250,6664.42 
Gross Potential Rent$19,355,695$18,916,707$16,418,858$24,165,962$14.75 
Total Recoveries1,479,9761,240,7631,391,373807,0220.49 
Total Other Income399,640389,891383,371394,6920.24 
Credit Loss(193,795)(608,846)355,48400.00 
Less: Vacancy(2)
             0             0             0        (7,250,666)(4.42) 
Effective Gross Income$21,041,517$19,938,515$18,549,086$18,117,011$11.05 
Total Operating Expenses12,206,68111,114,27010,793,44711,042,8446.74 
Net Operating Income$8,834,836$8,824,245$7,755,639$7,074,166$4.32 
TI/LC000904,4550.55 
Capital Expenditures000327,7660.20 
Net Cash Flow $8,834,836$8,824,245$7,755,639 $5,841,945$3.56 
       
 
(1)  U/W Base Rent includes $295,890 in contractual step rent through December 2012.
(2)  Underwritten vacancy of 28.6% of gross income, compared to Q3 2011 overall market vacancy of 17.0%.

Property Management.    The Hartman Portfolio Properties are managed by Hartman Income REIT Management, LLC, a borrower affiliate.

Lockbox / Cash Management.    None.

Initial Reserves.    None.

Ongoing Reserves.    None. The lender may require, in its discretion, monthly reserves of one-twelfth of one-hundred ten percent of the annual amounts due for insurance premiums and taxes.

Current Mezzanine or Subordinate Indebtedness.    The Hartman Portfolio Loan will be divided into a “Pooled Senior Trust Component” having a Cut-off Date Balance of $56,514,846 and a “Non-Pooled Junior Trust Component” having a Cut-off Date Balance of $10,000,000.

Future Mezzanine or Subordinate Indebtedness Permitted.    None
 

The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
49

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
Partial Release. At any time prior to two years before the Hartman Portfolio Loan maturity date, any one individual property may be released from the lien upon satisfaction of each of the following conditions, including but not limited to: (a) prior written notice specifying the release property and the date on which the partial prepayment of the Hartman Portfolio Loan is to be made; (b) payment to lender of the specified release price, which is 115% of the allocated loan amount for each property; (c) payment of the partial payment make-whole amount if the release occurs at least 90 days before the stated maturity date; (d) payment of all lender’s costs and expenses incurred in connection with the release; (e) the debt service coverage ratio for the loan after the release is equal to or greater than 1.90x; and (f) receipt of evidence reasonably satisfactory to lender that borrower is solvent and will not be rendered insolvent by the release of the property.

Substitution of Properties. None permitted.
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
50

 
 
Various, TX
Collateral Asset Summary
Hartman Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$56,514,846
62.7%
1.34x
12.5%
 
 

 
  
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
51

 
 
180 Peachtree Street Northwest &
150 Carnegie Way Northwest
Atlanta, GA 30303
Collateral Asset Summary
180 Peachtree Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,888,798
57.8%
1.62x
12.4%
 

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

52

 
 
180 Peachtree Street Northwest &
150 Carnegie Way Northwest
Atlanta, GA 30303
Collateral Asset Summary
180 Peachtree Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,888,798
57.8%
1.62x
12.4%
 
 
 
 Mortgage Loan Information   Property Information
 Loan Seller:GACC   Single Asset / Portfolio:Single Asset
 Loan Purpose:Acquisition   Property Type:Office / Data Center
 Sponsor:Carter/Validus Operating Partnership, LP  Collateral:Fee Simple / Leasehold
 Borrower:DC-180 Peachtree, LLC   Location:Atlanta, GA
 Original Balance:$55,000,000   Year Built / Renovated:1927 / 2000
 Cut-off Date Balance:$54,888,798   
Total Sq. Ft.(3):
350,267
 % by Initial UPB:5.80%   Property Management:Carter Validus Real Estate Management Services, LLC
 Interest Rate:5.93%   Underwritten NOI:$6,782,969
 Payment Date:
6th of each month
   Underwritten NCF:$6,352,551
 First Payment Date:6-Feb-12   Appraised Value:$95,000,000
 Maturity Date:6-Jan-22   Appraisal Date:18-Nov-11
 Amortization:360 months     
 Additional Debt:None  Historical NOI
 Call Protection:L(26), D(89), O(5)   TTM NOI:$7,364,036 (T-12 August 31, 2011)
 Lockbox / Cash Management:Hard / In Place   2010 NOI:$7,102,209 (December 31, 2010)
      2009 NOI:$5,638,145 (December 31, 2009)
Reserves(1)  2008 NOI:$4,742,280 (December 31, 2008)
  InitialMonthly    
 Taxes:$233,781$51,234 Historical Occupancy
 Insurance:$29,971$5,994  Current Occupancy:100.0% (December 22, 2011)
 Replacement:$0$10,763  2010 Occupancy:99.2% (December 31, 2010)
 
TI/LC(2):
$313,289Springing  2009 Occupancy:99.2% (December 31, 2009)
 Required Repairs:$1,052,823NAP  2008 Occupancy:77.0% (December 31, 2008)
 Ground Rent:$0$4,792  
(1)      See “Initial Reserves” herein and “Ongoing Reserves” herein.
 Common Charges:$0Springing  
(2)      Initial Reserve represents the City of Atlanta rental payments collected at closing for months
      February through June 2012. See “City of Atlanta Reserve” herein.
 Financial Information  
(3)    Total Sq. Ft. represents the total square feet of the fee simple interest in the office and data center
 Cut-off Date Balance / Sq. Ft.:$157   property located at 180 Peachtree Street Northwest. It excludes the 4-story garage adjacent to the
 Balloon Balance / Sq. Ft.:$133   180 Peachtree Street Northwest building and the leasehold interest in the 9-story garage located at 150
 Cut-off Date LTV:57.80%   Carnegie Way Northwest.
 Balloon LTV:49.00%     
 Underwritten NOI DSCR:1.73x     
 Underwritten NCF DSCR:1.62x     
 Underwritten NOI Debt Yield:12.40%     
 Underwritten NCF Debt Yield:11.60%     
 
 
 
 
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.

53

 
 
180 Peachtree Street Northwest &
150 Carnegie Way Northwest
Atlanta, GA 30303
Collateral Asset Summary
180 Peachtree Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,888,798
57.8%
1.62x
12.4%
 
 
Tenant Summary
 
Tenant
Ratings
(Fitch/Moody’s/S&P)(1)
Total
Sq. Ft.
% of Total
Sq. Ft.
 
U/W Base 
Rent PSF
% of Total
U/W Base Rent
Lease
Expiration
Level 3 CommunicationsB-/Caa2/B-158,073 45.1%  $24.46 57.5% 5/31/2021 
EquinixNR/Ba2/BB-83,473 23.8%  $12.39 15.4% 11/30/2023 
City of AtlantaNR/Aa2/A54,485 15.6%  $13.80 11.2% 6/30/2037 
Stanley Beaman SearsNR/NR/NR24,728 7.1%  $18.68 6.9% 1/31/2016 
Time Warner TelecomNR/B2/BB-17,704 5.1%  $26.82 7.1% 6/30/2016 
Total Major Tenants 338,463 96.6%  $19.47 98.1%   
Remaining Tenants 11,804 3.4%  $11.04 1.9%   
Total Occupied Collateral 350,267 100.0%  $19.18 100.0%   
Vacant 0 0.0%        
Total 350,267 100.0%        
            
 
(1)  Certain ratings are those of the parent company whether or not the parent company guarantees the lease

Lease Rollover Schedule
Year
# of
Leases
Expiring
Total
Expiring
Sq. Ft.
% of Total Sq.
Ft. Expiring
Cumulative
Sq. Ft.
Expiring
Cumulative % of
Sq. Ft. Expiring
Annual U/W
Base Rent
Per Sq. Ft.
% U/W
Base Rent
Rolling
Cumulative %
of U/W
Base Rent
MTM000.0%00.0%$0.000.0%0.0%
2012000.0%00.0%$0.000.0%0.0%
2013000.0%00.0%$0.000.0%0.0%
2014000.0%00.0%$0.000.0%0.0%
2015000.0%00.0%$0.000.0%0.0%
2016354,23615.5%54,23615.5%$19.6715.9%15.9%
2017000.0%54,23615.5%$0.000.0%15.9%
2018000.0%54,23615.5%$0.000.0%15.9%
2019000.0%54,23615.5%$0.000.0%15.9%
2020000.0%54,23615.5%$0.000.0%15.9%
20211158,07345.1%212,30960.6%$24.4657.5%73.4%
2022000.0%212,30960.6%$0.000.0%73.4%
Thereafter2137,95839.4%350,267100.0%$12.9526.6%100.0%
VacantNAP00.0%350,267100.0%NAPNAP 
Total / Wtd. Avg.6350,267100.0%  $19.18100.0% 
 
The Loan.    The 180 Peachtree Street loan (the “180 Peachtree Street Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 350,267 square foot office and data center building located at 180 Peachtree Street Northwest, the adjacent parking lot located at 171 Carnegie Way Northwest and leasehold interest in the parking structure located at 150 Carnegie Way Northwest in Atlanta, Georgia (collectively, the “180 Peachtree Street Property”) with an original principal balance of $55.0 million. The 180 Peachtree Street Loan has a 10-year term and amortizes on a 30-year schedule. The 180 Peachtree Street Loan accrues interest at a fixed rate equal to 5.930% and has a Cut-off Date Balance of approximately $54.9 million. Loan proceeds along with approximately $43.3 million from the borrower were used to acquire the property for approximately $94.8 million. Based on the appraised value of $95.0 million as of November 18, 2011, the Cut-off Date LTV is 57.8%. The most recent prior financing of the 180 Peachtree Street Property was not included in a securitization.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

54

 
 
180 Peachtree Street Northwest &
150 Carnegie Way Northwest
Atlanta, GA 30303
Collateral Asset Summary
180 Peachtree Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,888,798
57.8%
1.62x
12.4%
 
 
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$55,000,00055.9% Acquisition of Property$94,750,00096.4%
Sponsor Equity    43,337,27244.1% Closing Costs     1,957,4092.0%
    Reserves     1,629,8631.6%
Total Sources$98,337,272100.0% Total Uses$98,337,272100.0%
 
The Borrower / Sponsor.    The borrower, DC-180 Peachtree, LLC is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with at least two independent directors in its organizational structure.  The sponsor of the borrower and the nonrecourse carve-out guarantor is Carter/Validus Operating Partnership, LP, whose sole general partner is Carter Validus Mission Critical REIT, Inc.

Carter Validus Mission Critical REIT, Inc. (the “REIT”) is a Maryland corporation that intends to invest primarily in income-producing commercial real estate with a focus on the data center and medical sectors, net leased to investment grade and other creditworthy tenants. The REIT is a subsidiary of Carter & Associates (“Carter”), which is a full service real estate firm with over 50 years of experience in development, acquisition, asset management and reposition. Carter provides specialized site selection, brokerage services and project management for large corporations, including AT&T, Atmos Energy and Global Payments. As of December 2010, Carter has developed or managed over 13.8 million square feet of data center space in 120 projects with over $590.0 million in projects under construction. Carter currently owns, manages or leases 25 million square feet of space in 15 states.

The Property.    The collateral consists of a 350,267 square foot office and data center building with a parking garage located at 180 Peachtree Street Northwest and an additional parking structure located at 150 Carnegie Way Northwest in Atlanta, Georgia. The 180 Peachtree Street Property is a 6-story building located at the corner of Peachtree and Ellis Streets in the downtown Atlanta submarket. The building consists of approximately 233,261 square feet leased to data center tenants, 25,602 square feet of leased rooftop space for placement of emergency generators and chillers, 79,213 square feet leased to office tenants and a 12,191 square foot fuel farm, which provides backup to the tenants’ generators in the event of an interruption in power supply. The adjacent parking structure at 150 Carnegie Way Northwest is partially subject to a ground lease that expires in 2055 with one 40-year extension option.

The 180 Peachtree Street Property was built in 1927 by R.H. Macy to house Davidson’s Department Store. It operated as Davidson’s for nearly 60 years until Federated Department Stores (“Federated”) changed the name to Macy’s in 1985. In 2000, Federated sold the 180 Peachtree Street Property to Taconic Investment Partners (“Taconic”). Taconic invested over $24.0 million in capital improvements into the building, which included converting the upper floors for telecom and data use. Taconic sold the building to Peachtree Carnegie LLC in 2007 and in December 2011, Carter/Validus Operating Partnership, LP acquired the 180 Peachtree Street Property.

The 180 Peachtree Street Property currently operates under a condominium structure consisting of two units, the retail unit (which includes the conference center) and the subject office unit, whereby the owners of the mortgaged 180 Peachtree Street Property control 65.5% of the votes with the remaining 34.5% controlled by the owners of the retail center and conference hall. In addition, the 180 Peachtree Street Property is served by two parking structures which are also part of the collateral. The 5-story annex garage has 153 spaces and is leased to Central Parking on a 10-year lease expiring in 2015. The main user for this garage is the Westin Hotel adjacent to the 180 Peachtree Street Property. The 9-story parking garage at 150 Carnegie Way Northwest, which is connected to the office and data center building by a pedestrian sky bridge, consists of 1,296 parking spaces, with 475 of these spaces leased to the retail center. The remaining spaces are under a management agreement with Midtown Lanier Parking, Inc. There are spaces allocated to data center tenants per lease with the balance of these spaces leased to contract users and public parking.

Environmental Matters.    The Phase I environmental report dated November 1, 2011 recommended the development and implementation of an Asbestos Operation and Maintenance Plan at the 180 Peachtree Street Property, which is already in place.

Major Tenants.    

Level 3 Communications (158,073 sq. ft., 45.1% of NRA, 57.5% of GPR)
Level 3 Communications (“Level 3”) initially took space at the 180 Peachtree Property in 2000 and has invested approximately $55 million ($348 PSF) in equipment and improvements to its space. The tenant uses this space for colocation, fiber traffic and its own network. As the backup location for Level 3’s main office in Colorado, the 180 Peachtree Street Property is a critical facility for Level 3. The tenant has two 10-year options to extend its current lease.
 
 
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.

55

 
 
180 Peachtree Street Northwest &
150 Carnegie Way Northwest
Atlanta, GA 30303
Collateral Asset Summary
180 Peachtree Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,888,798
57.8%
1.62x
12.4%
 
Equinix (83,473 sq. ft., 23.8% of NRA, 15.4% of GPR)
Equinix has been in occupancy in the 180 Peachtree Street Property since 2008 and has invested $65 million ($779 PSF) into its space and will have a total of $100 million ($1,198 PSF) invested once the space is fully built out. Equinix operates in North America, South America, Europe and Asia and facilitates interconnection and peering to enable companies to quickly and efficiently reach traffic sources and end-users, improving performance of online applications and content. The tenant uses the 180 Peachtree Street Property for colocation. Equinix has two data centers in the Atlanta area and 98 worldwide, with the 180 Peachtree Street Property representing the tenant’s main presence in Atlanta. Equinix has one 10-year or one 15-year option to extend its current lease.

City of Atlanta (54,485 sq. ft., 15.6% of NRA, 11.2% of GPR)
The City of Atlanta began its occupancy at the 180 Peachtree Street Property in 2007 with a 30-year lease. The City of Atlanta space is mission-critical for the city’s operations and houses the Atlanta 911 call center facility. This location is the only one of such use for the City of Atlanta. In the event of a disaster, this location can also serve as mission control for emergency response units.

The Market.    The 180 Peachtree Street Property is located within the downtown Atlanta submarket, with easy access to Interstate 75/85 and Interstate 20. Downtown Atlanta is home to an extensive mixture of hotels, entertainment and convention facilities including the Georgia Dome, World Congress Center, Phillips Arena and Fox Theater. The downtown area is also home to the Georgia Institute of Technology and Georgia State University. The greater Atlanta area tied for fourth with Minneapolis in the number of Fortune 500 & Fortune 1000 companies headquartered within city boundaries, behind New York City, Houston and Dallas. Several major national and international companies are headquartered in Atlanta or its suburbs, including 12 Fortune 500 companies. According to a 2009 Milken Institute report, the Atlanta-Sandy Springs-Marietta metropolitan statistical area is the nation’s 12th largest high-tech employment center, with an estimated 164,126 high-tech jobs. The same report ranked Atlanta first nationally in telecommunication employment.

Per the appraisal, the turbulence in the capital markets between 2008 and 2010 severely impacted data center construction and expansions and will constrain supply. According to a 2011 Tier1 Research report, the change in demand for multi-tenant data center space in Atlanta outpaced the change in supply by 2.0% in 2010 and 5.0% in 2011, and is projected to outpace supply by 7.0% in 2012 and 4.5% in 2013. Tier1 Research also estimates that multi-tenant data center utilization in Atlanta will increase from 82% in 2011 to 87% in 2012 and 91% in 2013. According to the appraisal, many enterprise and Fortune 100 companies who originally planned to build data centers are now seeking to lease turn-key data center space with smaller footprints. The appraiser states the “outsource model” will continue to be favorable in the coming years due to the high costs of construction associated with a data center, and predicts supply of data center space will continue to be constrained.

The appraisal categorizes the data center space at the 180 Peachtree Street Property as cold-shell space, warm-shell space and Legacy or 2nd generation space. Cold-shell space is considered to be shell space with no in-place connectivity. Warm-shell space is considered underdeveloped space with in-place power and connectivity. The space leased by the City of Atlanta and Equinix (collectively, 39.4% of NRA), which permits tenants to remove equipment from the premises at the end of their lease terms, is considered to be warm-shell data center space. The space occupied by Verizon and Level 3 (collectively, 48.5% of NRA) is considered 2nd generation space where the equipment reverts back to the landlord at the end of their leases. A summary of weighted average terms for comparable recent leases is presented below:
 
Data Center Market Rents(1)
CategoryLease TermAnnual Initial
Rent PSF
Rent Abatement
Cold-Shell Data Center Space15 years$12.506 months
Warm-Shell Data Center Space15 years$20.006 months
2nd Generation Data Center Space
15 years$33.486 months
  (1) Source: Appraisal
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

56

 
 
180 Peachtree Street Northwest &
150 Carnegie Way Northwest
Atlanta, GA 30303
Collateral Asset Summary
180 Peachtree Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,888,798
57.8%
1.62x
12.4%
 
Cash Flow Analysis.
 
Cash Flow Analysis
 20092010T-12 8/31/2011U/WU/W PSF
Base Rent(1)
                $5,391,195                 $6,372,046                $6,483,934              $6,932,543$19.79 
Value of Vacant Space                                  0                                    00                                    00.00 
Gross Potential Rent      $5,391,195       $6,372,046       $6,483,934       $6,932,543$19.79 
Total Recoveries                 2,973,705                    3,536,660                    4,123,522                    4,554,23813.00 
Total Other Income                    789,638                     1,323,589                    1,366,358                      1,514,1984.32 
Less: Vacancy(2)
      0
                                    0                                    0                    (1,118,084)         (3.19) 
Effective Gross Income$9,154,538      $11,232,296       $11,973,814       $11,882,895$33.93 
Total Operating Expenses                3,516,392                   4,130,087                 4,609,778                  5,099,92614.56 
Net Operating Income      $5,638,145        $7,102,209       $7,364,036       $6,782,969$19.37 
TI/LC                                   0                                    0                                    0                         301,256         0.86 
Capital Expenditures                       23,750                          73,344                                    0                         129,162          0.37 
Net Cash Flow      $5,614,396       $7,028,865       $7,364,036        $6,352,551$18.14 
       
 
(1)  U/W Base Rent includes $147,912 in contractual step rent through October 2012.
(2)  Underwritten vacancy of 8.6% of gross income.

Property Management.    The 180 Peachtree Street Property is managed by Carter Validus Real Estate Management Services, LLC, a borrower affiliate.

Lockbox / Cash Management.    The 180 Peachtree Street Loan is structured with a hard lockbox and in place cash management. Additionally, all excess cash will be swept into a lender-controlled account upon and during the continuance of an event of default, if the debt service coverage ratio is less than 1.25x on the last day of the calendar quarter until such time that the debt service coverage ratio is 1.30x for two consecutive quarters, or if the 2016 Cash Sweep or Level 3 Cash Sweep is occurring.

2016 Cash Sweep. A cash sweep will begin 12 months prior to the expiration of the earliest to expire of the Stanley Beaman Sears, Verizon and Time Warner leases in 2016. All excess cash flow will be swept to a 2016 rollover reserve to be used to fund qualified tenant improvement costs related to the roll of such 2016 rolling leases. The sweep will continue until $30 PSF for each of the 2016 roll leases has been deposited into the 2016 rollover reserve. In the event Stanley Beaman Sears, Verizon or Time Warner renew, the cash flow sweep will cease for the corresponding portion of the rolling NRA.

Level 3 Cash Sweep. A cash sweep will begin 18 months prior to the expiration of the Level 3 lease in 2021. All excess cash flow will be swept to a Level 3 rollover reserve to be used to fund qualified tenant improvement costs related to the roll of the Level 3 lease. The reserve is subject to a cap of $4,742,190 when combining (i) the TI/LC reserve and (ii) the Level 3 reserve. This sweep is waived if at least 30 days prior to commencement of the sweep, the borrower delivers a letter of credit that is satisfactory to lender. In the event that Level 3 renews its lease, the cash flow sweep will cease.

Initial Reserves.    At closing, the borrower deposited (i) $233,781 into a tax reserve account, (ii) $29,971 into an insurance reserve account, (iii) $313,289 into the TI/LC reserve account (which represents rents due under the City of Atlanta lease) and (iv) $1,052,823 into the required repairs reserve account.

Ongoing Reserves.    On a monthly basis, the borrower is required to deposit reserves of (i) $51,234 into a monthly tax reserve account, (ii) $5,994 into a monthly insurance reserve account, (iii) $10,763 into a capital expenditure account and (iv) $4,792 into a ground rent reserve account. The TI/LC reserve is waived for the first 12 months of the loan term with monthly payments of $8,333 commencing thereafter, subject to a cap of $500,000. In addition, the City of Atlanta currently pays its full annual rent in July of each year. The total annual rent will be deposited into the City of Atlanta reserve each July and will be added to the rents disbursed on such monthly payment date in an amount equal to 1/12 of the annual payment. During a trigger period not initiated from a cash sweep period, the borrower is required to deposit into the common charges reserve account an amount equal to the monthly amount set forth in the approved annual budget for common charges.

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

57

 
 
180 Peachtree Street Northwest &
150 Carnegie Way Northwest
Atlanta, GA 30303
Collateral Asset Summary
180 Peachtree Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,888,798
57.8%
1.62x
12.4%
 
Future Mezzanine or Subordinate Indebtedness Permitted.    None.

Ground Lease.    The 180 Peachtree Street Property is subject to a long term ground lease on a portion of the adjacent parking garage at 150 Carnegie Way Northwest. The lessors on the ground lease are Dennie R. Peteet, Jr. and Dorothy Peteet Mitchell. The lease commenced in December 1960 and expires in December 31, 2055 with one renewal option for 40 years, extending the ground lease to December 31, 2095. The ground rent is currently $57,500 per year and increases $7,500 every ten years beginning in January 2021.
 
 
 
 
 
 
 
 
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.
 
58

 
 
180 Peachtree Street Northwest &
150 Carnegie Way Northwest
Atlanta, GA 30303
Collateral Asset Summary
180 Peachtree Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,888,798
57.8%
1.62x
12.4%
 

 

 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
59

 
 
 
Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%
 
 
 
 
 
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.

 
60

 

 

Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%

 
Mortgage Loan Information Property Information
 Loan Seller:GACC   Single Asset / Portfolio:Portfolio of 6 Properties 
 Loan Purpose:Refinance   Property Type:Conventional Multifamily 
 Sponsor:Tomas Rosenthal; Henri Schmidt; The
JR Family Credit Shelter Trust, U/T/A
Dated January 3, 1996; The TR Family
Trust, U/T/A Dated December 26,
1995
   Collateral:Fee Simple 
  Location:Indianapolis, IN 
  Year Built / Renovated:1967-1981 / Various 
  Total Units:2,103 
 Borrower:Riverwood Holdings LLC; Spyglass
Holdings LLC; Villa Nova Holdings
LLC; Westlake Properties LLC; Wind
Drift Holdings LLC; Woods Edge
Holdings LLC
   
Property Management(2):
Flaherty & Collins, Inc.; Buckingham Management, LLC 
  Underwritten NOI:$5,997,401 
  Underwritten NCF:$5,286,411 
 Original Balance:$55,000,000   Appraised Value:$83,090,000 
 Cut-off Date Balance:$54,793,389   Appraisal Date:October 2011 
 % by Initial UPB:5.8%      
 Interest Rate:6.1100%  Historical NOI
 Payment Date:
6th of each month
   TTM NOI:$6,379,655 (T-12 September 30, 2011) 
 First Payment Date:December 6, 2011   2010 NOI:$6,125,553 (December 31, 2010) 
 Maturity Date:November 6, 2021   2009 NOI:$5,963,154 (December 31, 2009) 
 Amortization:360 months   2008 NOI:NAV 
 Additional Debt:None      
 Call Protection:L(28), D(88), O(4)  Historical Occupancy
 Lockbox / Cash Management:Springing Soft / Springing   Current Occupancy:93.8% (September – October 2011) 
      2010 Occupancy:88.3% (December 31, 2010) 
Reserves(1)
  2009 Occupancy:89.0% (December 31, 2009) 
  
Initial
Monthly   2008 Occupancy:NAV 
 Taxes:$92,291$92,291  (1) See “Initial Reserves” herein and “Ongoing Reserves” herein.
 Insurance:$160,976$26,829  
(2) Flaherty & Collins, Inc. manages Westlake Apartments and Wind Drift Apartments, and Buckingham Management, LLC manages Woods Edge Apartments, Riverwood Apartments, Spyglass Apartments and Villa Nova Apartments.
 Replacement:$0$59,312  
 Required Repairs:$735,260NAP  
     
Financial Information 
 Cut-off Date Balance / Unit:$26,055  
 Balloon Balance / Unit:$22,253  
 Cut-off Date LTV:65.9%  
 Balloon LTV:56.3%  
 Underwritten NOI DSCR:1.50x  
 Underwritten NCF DSCR:1.32x  
 Underwritten NOI Debt Yield:10.9%  
 Underwritten NCF Debt Yield:9.6%  
 
 Property Name Location  Units Year Built / Renovated 
Allocated
Loan Amount
 Appraised Value 
Occupancy(1)
 
 Westlake Apartments Indianapolis, IN 1,381  1967-1976 / 2009-2011 $32,025,774  $45,100,000  93.6% 
 Woods Edge Apartments Indianapolis, IN 190  1981 / NAP  7,360,361   10,490,000  98.9% 
 Wind Drift Apartments Indianapolis, IN 166  1979 / NAP  5,511,655   7,870,000  92.8% 
 Riverwood Apartments Indianapolis, IN 120  1977 / NAP  4,111,166   8,030,000  90.8% 
 Spyglass Apartments Indianapolis, IN 120  1979 / 2009-2010  3,810,391   6,800,000  95.0% 
 Villa Nova Apartments 
Indianapolis, IN
 126  1972 / NAP  2,180,651   4,800,000  91.3% 
 Total / Wtd. Avg.   2,103    $55,000,000  $83,090,000  93.8% 
(1)
Based on borrower rent rolls dated September – October 2011.

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


 
61

 


Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%

Unit Mix(1)
Unit Type # of Units % of Total 
Occupied Units
 Occupancy 
Average
Unit Size (Sq. Ft.)
 
Average
Monthly Rental
Rate(2)
 
Average
Monthly Rental
Rate PSF(2)
Studio  232   11.0%  217   93.5%  454  $377  $0.83 
1 Bedroom  741   35.2%  698   94.2%  625  $476  $0.76 
2 Bedroom  1,012   48.1%  948   93.7%  946  $608  $0.64 
3 Bedroom  118   5.6%  109   92.4%  1,300  $897  $0.69 
Total / Wtd. Avg.  2,103   100.0%  1,972   93.8%  799  $539  $0.69 
(1)Based on borrower rent rolls dated September – October 2011.
(2)Average Monthly Rental Rate does not include Section 8 units and is based on occupied units only.

The Loan. The Hampshire Multifamily Portfolio loan (the “Hampshire Multifamily Portfolio Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in six multifamily apartment properties containing 2,103 units located in Indianapolis, Indiana (the “Hampshire Multifamily Portfolio Properties”) with an original principal balance of $55.0 million. The Hampshire Multifamily Portfolio Loan has a 10-year term and amortizes on a 30-year schedule. The Hampshire Multifamily Portfolio Loan accrues interest at a fixed rate equal to 6.110% and has a Cut-off Date Balance of approximately $54.8 million. Loan proceeds were used to retire existing debt of approximately $44.3 million, giving the borrower a cash-out of approximately $9.4 million. Based on the appraised value of approximately $83.1 million as of October 2011, the Cut-off Date LTV is 65.9% and the remaining implied equity is approximately $28.3 million. The most recent prior financing of the Hampshire Multifamily Portfolio Properties was not included in a securitization.

Sources and Uses(1)
 
Sources Proceeds  % of TotalUses Proceeds  % of Total
First Mortgage $55,000,000   100.0%Loan Payoff $44,321,844   80.6%
         Reserves  988,527   1.8%
         Closing Costs  275,601   0.5%
         Borrower Cash Out  9,414,028   17.1%
Total Sources $55,000,000   100.0%Total Uses $55,000,000   100.0%
(1)The sponsors initially acquired the Hampshire Multifamily Portfolio Properties in 2008 for a total of $44.5 million. Approximately $3.5 million ($1,662/Unit) of capital expenditures have been invested into the properties since acquisition.

The Borrower / Sponsor. Each of the borrowers, Riverwood Holdings LLC, Spyglass Holdings LLC, Villa Nova Holdings LLC, Westlake Properties LLC, Wind Drift Holdings LLC and Woods Edge Holdings LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with at least two independent directors in its organizational structure. The sponsors of the borrowers and the nonrecourse carve-out guarantors are Tomas Rosenthal, Henri Schmidt, The TR Family Trust, U/T/A Dated December 26, 1995 and The JR Family Credit Shelter Trust, U/T/A Dated January 3, 1996.

In 1988, Henri Schmidt co-founded Hampshire Properties with partner Tomas Rosenthal. For eleven years prior to co-founding Hampshire Properties, Tomas Rosenthal developed his real estate career at K&J Management in Brooklyn, New York, with positions involving lease negotiations, rehab and maintenance supervision and real estate project purchasing for the company. Since its inception, Hampshire Properties has been actively involved in the acquisition and management of multifamily and commercial projects across the United States and Canada. According to its website, Hampshire Properties’ current holdings are valued in excess of $500 million.

The Properties. The Hampshire Multifamily Portfolio Properties consist of six Class B and C multifamily properties located throughout the Indianapolis metropolitan statistical area, containing 2,103 units within 170 two- and three-story buildings. The Hampshire Multifamily Portfolio Properties were built between 1967 and 1981 with renovations and upgrades occurring at Westlake Apartments between 2009 and 2011 and Spyglass Apartments between 2009 and 2010. Overall, as of September-October 2011, the Hampshire Multifamily Portfolio Properties are 93.8% occupied. Spyglass Apartments has 25 Section 8 units (20.8% of total units), Woods Edge Apartments has one Section 8 unit (0.5% of total units), and Villa Nova Apartments has four Section 8 units (3.2% of total units).

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.


 
62

 


Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%

Westlake Apartments (1,381 units, 65.7% of total portfolio units) The Westlake Apartments property consists of 101 two-story buildings located approximately five miles west of the Indianapolis central business district. The Westlake Apartments property was developed in three phases in 1967, 1974 and 1976 and as of October 17, 2011 was 93.6% occupied. Since 2009, the Westlake Apartments property has undergone approximately $1.8 million in renovations ($1,303/Unit), which included exterior, floor, appliance and common area replacements and upgrades. The Westlake Apartments property benefits from access to the I-465 Beltway (less than 1 mile) which connects to two cross-country interstates, I-70 and I-74. Amenities at Westlake Apartments include a fitness center, laundry rooms, tennis and volleyball courts, a pool, a tanning salon, a business center and a daycare facility, among others. The daycare facility, Open Door School of Learning, is leased to a third party operator for $1,250 per month through July 2013. There are no subsidized housing units at the property.

Westlake Apartments Unit Mix(1)
Unit Type # of Units % of Total Occupied Units Occupancy 
Average
Unit Size (Sq. Ft.)
 
Average
Monthly Rental
Rate(2)
 
Average
Monthly Rental
Rate PSF(2)
Studio  232   16.8%  217   93.5%  454  $377  $1.21 
1 BR – 1 BA(3)
  493   35.7%  457   92.7%  591  $451  $1.31 
2 BR – 1 BA  472   34.2%  444   94.1%  825  $536  $1.55 
2 BR – 1.5 BA  72   5.2%  68   94.4%  1,066  $656  $1.66 
2 BR – 2 BA  72   5.2%  70   97.2%  1,134  $653  $1.77 
2 BR – 2.5 BA  24   1.7%  21   87.5%  1,276  $699  $1.81 
3 BR – 1.5 BA  16   1.2%  15   93.8%  1,200  $786  $1.53 
Total / Wtd. Avg.  1,381   100.0%  1,292   93.6%  720  $497  $1.43 
(1)Based on the October 17, 2011 rent roll.
(2)Average Monthly Rental Rate is based on occupied units only.
(3)The 1 BR – 1 BA unit type includes the Open Door School of Learning space which pays $1,250 per month.

Woods Edge Apartments (190 units, 9.0% of total portfolio units) The Woods Edge Apartments property consists of 16 two- and three-story buildings built in 1981 and was 98.9% occupied as of October 6, 2011. The Woods Edge Apartments property is located in the Castleton submarket, is proximate to multiple retail centers and the nearby Community Hospital North and benefits from access to the I-465 Beltway (less than 1.5 miles). Woods Edge Apartments has undergone $496,805 ($2,615 per unit) in capital expenditures since acquisition, with the majority invested in property improvements and unit upgrades. Amenities at Woods Edge Apartments include a fitness center, laundry room, pool, tennis and volleyball courts and a playground, among others. Unit amenities include standard appliances, balconies and fireplaces in select units. The Woods Edge Apartment property has one Section 8 tenant.

Woods Edge Apartments Unit Mix(1)
 
Unit Type # of Units % of Total Occupied Units Occupancy 
Average
Unit Size (Sq. Ft.)
 
Average
Monthly Rental
Rate(2)
 
Average
Monthly Rental
Rate PSF(2)
1 BR – 1 BA  96   50.5%  96   100.0%  671  $549  $0.82 
2 BR – 1.5 BA  22   11.6%  21   95.5%  1,170  $770  $0.66 
2 BR – 2 BA  56   29.5%  55   98.2%  974  $691  $0.71 
3 BR – 2.5 BA  16   8.4%  16   100.0%  1,345  $972  $0.72 
Total / Wtd. Avg.  190   100.0%  188   98.9%  875  $650  $0.76 
(1)Based on the October 6, 2011 rent roll.
(2)Average Monthly Rental Rate does not include Section 8 unit (1 unit is 3BR – 2.5 BA) and is based on occupied units only.

Wind Drift Apartments (166 units, 7.9% of total portfolio units) The Wind Drift Apartments property consists of 12 two- and three-story buildings built in 1979 and was 92.8% occupied as of October 17, 2011. The Wind Drift Apartments property is located approximately seven miles northwest of the Indianapolis central business district and provides access to the I-465 Beltway, which is less than one mile away from the Wind Drift Apartments property. The Wind Drift Apartments property is convenient to retail development, employment centers and commercial support services, with a Target, Marsh Supermarket, Starbucks and other restaurants located in a shopping development approximately half a mile east of the property. Since acquisition, the sponsor has invested $351,320 ($2,116 per unit) in the property. Renovations included clubhouse improvements, such as the installation of tanning beds, a business center and improvements to a party room. Other amenities at the Wind Drift Apartments property include a fitness center, laundry rooms, a pool and a playground. Unit amenities include standard appliances, balconies and fireplaces. There are no subsidized housing units at the property.

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


 
63

 


Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%
 
 
 
Wind Drift Apartments Unit Mix(1)
 
 Unit Type # of Units % of Total Occupied Units Occupancy 
Average
Unit Size (Sq. Ft.)
 
Average
Monthly Rental
Rate(2)
 
Average
Monthly Rental
Rate PSF(2)
 1 BR – 1 BA  72   43.4%  69   95.8%  671  $513  $1.30 
 2 BR – 1 BA  48   28.9%  44   91.7%  956  $650  $1.47 
 2 BR – 1.5 BA  24   14.5%  22   91.7%  1,170  $754  $1.54 
 3 BR – 2.5 BA  22   13.3%  19   86.4%  1,345  $891  $1.51 
 Total / Wtd. Avg.  166   100.0%  154   92.8%  915  $633  $1.41 
(1)Based on the October 17, 2011 rent roll.
(2)Average Monthly Rental Rate is based on occupied units only.

Riverwood Apartments (120 units, 5.7% of total portfolio units) The Riverwood Apartments property consists of 18 two- and three-story buildings built in 1977, with occupancy of 90.8% as of September 26, 2011. The Riverwood Apartments property is located in the Castleton submarket, approximately 11 miles northeast from downtown Indianapolis and provides access to the I-465 Beltway, which is less than 1.5 miles from the Riverwood Apartments property. The submarket is home to the largest mall in the state of Indiana, the Castleton Square Mall, as well as the nearby Community Hospital North. Since acquisition, the sponsor has invested $218,525 ($1,821 per unit) in improvements to the Riverwood Apartments property, including exterior and recreational amenity improvements. Amenities at the Riverwood Apartments property include a club house, laundry room, pool, tennis and basketball courts and a playground. Unit amenities include standard appliances, balconies, and fireplaces in select units. There are no subsidized housing units at the property.

  Riverwood Apartments Unit Mix(1)
 Unit Type # of Units % of Total Occupied Units Occupancy 
Average
Unit Size (Sq. Ft.)
 
Average
Monthly Rental
Rate(2)
 
Average
Monthly Rental
Rate PSF(2)
 2 BR – 1.5 BA  80   66.7%  73   91.3%  1,024  $733  $1.40 
 3 BR – 2.5 BA  40   33.3%  36   90.0%  1,271  $890  $1.43 
 Total / Wtd. Avg.  120   100.0%  109   90.8%  1,106  $784  $1.41 
(1)Based on the September 26, 2011 rent roll.
(2)Average Monthly Rental Rate is based on occupied units only.

Spyglass Apartments (120 units, 5.7% of total portfolio units) The Spyglass Apartments property consists of 13 two- and three-story buildings built in 1979 and renovated in 2009-2010, with occupancy of 95.0% as of October 6, 2011. The Spyglass Apartments property is located in the Far Northwest submarket, approximately 9 miles north of the Indianapolis central business district in an accessible and highly-trafficked area of Indianapolis with extensive retail facilities in the immediate vicinity, as well as the St. Vincent Indianapolis Hospital. Since acquisition, the sponsor has invested $197,428 ($1,645 per unit) in capital expenditures at the Spyglass Apartments property, primarily for land and common area improvements. Amenities at the Spyglass Apartments property include a club house, laundry room, pool, basketball, volleyball and tennis courts and a playground. Unit amenities include standard appliances, balconies, ceiling fans and fireplaces in select units. The Spyglass Apartments property currently has 25 Section 8 units.

  Spyglass Apartments Unit Mix(1)
 Unit Type # of Units % of Total Occupied Units Occupancy 
Average
Unit Size (Sq. Ft.)
 
Average
Monthly Rental
Rate(2)
 
Average
Monthly Rental
Rate PSF(2)
 1 BR – 1 BA  36   30.0%  34   94.4%  671  $484  $0.72 
 2 BR – 1.5 BA  28   23.3%  27   96.4%  1,170  $679  $0.58 
 2 BR – 2 BA  32   26.7%  30   93.8%  974  $658  $0.68 
 3 BR – 2.5 BA  24   20.0%  23   95.8%  1,345  NAV NAV
 Total / Wtd. Avg.  120   100.0%  114   95.0%  1,003  $598  $0.67 
(1)Based on the October 6, 2011 rent roll.
(2)Average Monthly Rental Rate does not include Section 8 units (1 unit is 2 BR – 1.5 BA and 24 units are 3 BR – 2.5 BA) and is based on occupied units only.

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.


 
64

 


Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%

Villa Nova Apartments (126 units, 6.0% of total portfolio units) The Villa Nova Apartments property consists of 10 two-story buildings built in 1972 and as of October 6, 2011 was 91.3% occupied. The Villa Nova Apartments property is located in the Far Northwest submarket, approximately 12 miles from the Indianapolis central business district in an accessible and highly-trafficked area of Indianapolis with extensive retail facilities in the immediate vicinity, as well as the St. Vincent Indianapolis Hospital. Since acquisition, $390,785 ($3,101 per unit) in capital expenditures has been invested into the Villa Nova Apartments property, including both exterior and land improvements and appliance upgrades. Other amenities at the Villa Nova Apartments property include a club house, laundry room, pool, tennis courts and outdoor grills. Unit amenities include standard appliances, balconies and ceiling fans. The Villa Nova Apartments property currently has four Section 8 units.

Villa Nova Apartments Unit Mix(1)
 
Unit Type # of Units % of Total Occupied Units Occupancy 
Average
Unit Size (Sq. Ft.)
 
Average
Monthly Rental
Rate(2)
 
Average
Monthly Rental
Rate PSF(2)
1 BR – 1 BA  44   34.9%  42   95.5%  792  $521  $0.66 
2 BR – 1.5 BA  82   65.1%  73   89.0%  966  $576  $0.60 
Total / Wtd. Avg.  126   100.0%  115   91.3%  905  $556  $0.62 
(1)Based on the October 6, 2011 rent roll.
(2)Average Monthly Rental Rate does not include Section 8 units (1 unit is 1 BR – 1 BA and 3 units are 2 BR – 1.5 BA) and is based on occupied units only.

Environmental Matters. According to the Phase I environmental reports dated October 3, 2011, there were no recommendations for further action at the Hampshire Multifamily Portfolio Properties other than (a) with respect to all of the Hampshire Multifamily Portfolio Properties, the implementation of Operations and Maintenance (O&M) Plans for asbestos and (b) with respect to the Riverwood Apartments property, the implementation of an O&M plan for lead-based paint, all of which are in place at the properties.

The Market. The Hampshire Multifamily Portfolio Properties are all located in Indianapolis, Indiana. According to a September 2011 PPR report, population growth in Indianapolis is slightly above the national average and is expected to grow by 100,000 residents over the next five years. Indianapolis is also one of the most affordable cities in the nation to live or conduct business, with the cost of living approximately 12% below the national average.

Per the REIS Apartment Asset Advisor Q4 2011 report, the vacancy rate in the 110,200-unit Indianapolis apartment sector has fallen below its pre-recession level and continues to decrease. Class B/C Q4 2011 apartment vacancy for the Indianapolis metro area is 6.8%, down from 7.3% in Q3 2011 and 9.2% in Q4 2010.

Rents, which increased 2.6% in 2011 based on preliminary fourth quarter data, are projected to increase 3.0% in 2012, and have responded strongly to the rapid improvements in occupancy, having increased each quarter since Q4 2009. According to REIS, Q4 2011 asking rent for the overall Indianapolis metro is $696 per month, increasing 0.2% from the previous quarter.

West Indianapolis Submarket – Westlake Apartments The West Indianapolis submarket is located within 10 miles of Indianapolis’ central business district and Indianapolis International Airport. According to REIS, the average effective rent for the submarket in Q4 2011 was $571 per unit, up 2.9% from year-end 2010 levels and 4.2% from year-end 2009. Over the next five years, asking rent growth is expected to be above normal, with an expected increase of 4.7% by year-end 2016. The average physical vacancy rate for the West Indianapolis submarket during Q4 2011 was 7.5%, 3.2% lower than year-end 2010 and 5.5% lower than year-end 2009. Over the next four years, vacancies are expected to steadily decrease each year to approximately 3.8% in 2016.

Westlake Apartments - Competitive Set(1)
 
Property NameLocation Year Built Occupancy Number of Units 
Average Unit
Size (Sq. Ft.)
 
Effective Average
Rent Per Month
Westlake ApartmentsIndianapolis, IN  1967-1976  93.6%  1,381   720  $503 
Ashton PointeIndianapolis, IN  1968   95%  250   900  $689 
Auburn Hills ApartmentsIndianapolis, IN  2000   95%  160   981  $766 
Port O’Call ApartmentsIndianapolis, IN  1970   96%  587   884  $577 
Forest Hills ApartmentsIndianapolis, IN  1975   98%  420   790  $466 
Chapel Hill ApartmentsIndianapolis, IN  1968   93%  148   1,277  $660 
(1)Source: Appraisal
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.


 
65

 


Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%

Near Northwest Submarket – Wind Drift Apartments Wind Drift Apartments is located within the Near Northwest submarket approximately 7 miles northwest of the Indianapolis central business district. The Near Northwest submarket is also home to the Indianapolis Motor Speedway, located to the south of the Wind Drift Apartments property. According to REIS, the average effective rent for the submarket in Q4 2011 was $597 per unit, up 1.7% from year-end 2010 levels and 4.0% from year-end 2009. Over the next five years, asking rent growth is expected to below normal, with an expected increase of 1.1% by year-end 2016. The average physical vacancy rate for the Near Northwest submarket during Q4 2011 was 5.5%, 1.0% lower than year-end 2010 and 3.5% lower than year-end 2009. Over the next four years, vacancies are expected to decrease to approximately 4.2% in 2016.
 
Wind Drift Apartments - Competitive Set(1)
Property NameLocationYear Built Occupancy Number of Units 
Average Unit
Size (Sq. Ft.)
 
Effective Average
Rent Per Month
Wind Drift ApartmentsIndianapolis, IN1979  92.8%  166   915  $638 
Deercross ApartmentsIndianapolis, IN1979  93%  372   820  $603 
Spinnaker ApartmentsIndianapolis, IN1987  92%  532   743  $603 
Idlewood ApartmentsIndianapolis, IN1990  95%  320   808  $639 
Bayhead VillageIndianapolis, IN1978  89%  202   1,002  $624 
Eagle Pointe ApartmentsIndianapolis, IN1987  93%  256   789  $657 
(1)Source: Appraisal

Far Northwest Submarket – Villa Nova Apartments and Spyglass Apartments The Far Northwest submarket is located approximately 9 miles from the Indianapolis central business district. The submarket offers numerous retail centers and a wide variety of other property types, including a new shopping center within walking distance of the two properties. According to REIS, the Q4 2011 physical vacancy rate for the Far Northwest Indianapolis submarket was 4.0%, down from 4.7% at year-end 2010 and 7.6% at year-end 2009. Over the next five years, asking rent growth is expected to be below average, with an expected increase of 3.0% by year-end 2016. The average effective rents for the submarket in Q4 2011 were $656 per unit, a 2.7% increase from year-end 2010 levels and a 5.3% increase from year-end 2009. Over the next four years, vacancies are expected to increase to 6.1% by 2016.

Villa Nova Apartments - Competitive Set(1)
Property NameLocationYear Built Occupancy Number of Units 
Average Unit
Size (Sq. Ft.)
 
Effective Average
Rent Per Month
Villa Nova ApartmentsIndianapolis, IN1972  91.3%  126   907  $564 
Spyglass ApartmentsIndianapolis, IN1981  95%  120   1,003  $733 
Carlton ApartmentsIndianapolis, IN1986  95%  701   707  $552 
Villages of Bent TreeIndianapolis, IN1982  96%  616   868  $688 
North Willow ApartmentsIndianapolis, IN1971  96%  130   1,198  $823 
Reflections ApartmentsIndianapolis, IN1973  96%  582   789  $616 
(1)Source: Appraisal

Spyglass Apartments - Competitive Set(1)
Property NameLocationYear Built Occupancy Number of Units 
Average Unit
Size (Sq. Ft.)
 
Effective Average
Rent Per Month
Spyglass ApartmentsIndianapolis, IN1979  95.0%  120   1,003  $707 
Carlton ApartmentsIndianapolis, IN1986  95%  701   707  $552 
Dogwood GlenIndianapolis, IN1986  89%  160   580  $449 
North Willow ApartmentsIndianapolis, IN1971  96%  130   1,198  $823 
Pickwick PlaceIndianapolis, IN1976  96%  336   1,035  $696 
Villa Nova ApartmentsIndianapolis, IN1972  91%  126   907  $538 
(1)Source: Appraisal

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


 
66

 


Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%

Castleton Submarket – Riverwood Apartments and Woods Edge Apartments The Castleton submarket is a heavily-commercialized region that lies 11 miles from downtown Indianapolis. According to REIS, average Q4 2011 effective rent for the Castleton submarket was $731 per unit, up 1.0% from year-end 2010 levels and 2.5% from year-end 2009. Over the next five years, asking rent growth is expected to be below average, with an expected increase of 2.7% by year-end 2016. Average physical vacancy for the submarket during Q4 2011 was 4.3%, 2.4% lower than the year-end 2010 vacancy rate and 4.8% lower than at year-end 2009. Through 2016, vacancies in the submarket are expected to decrease slightly to 3.9%.

Riverwood Apartments - Competitive Set(1)
Property NameLocationYear Built Occupancy Number of Units 
Average Unit
Size (Sq. Ft.)
Effective Average
Rent Per Month
Riverwood ApartmentsIndianapolis, IN1977  90.8%  120   1,106  $793 
Woodbridge at CastletonIndianapolis, IN1980  93%  318   882  $689 
ScandiaIndianapolis, IN1979  94%  444   1,132  $758 
Autumn WoodsIndianapolis, IN1978  98%  424   959  $690 
Core RiverbendIndianapolis, IN1982  93%  996   821  $664 
Woods Edge ApartmentsIndianapolis, IN1981  99%  190   875  $653 
(1)Source: Appraisal

Woods Edge Apartments - Competitive Set(1)
Property NameLocationYear Built Occupancy Number of Units 
Average Unit
Size (Sq. Ft.)
 
Effective Average
Rent Per Month
Woods Edge ApartmentsIndianapolis, IN1981  98.9%  190   875  $653 
Avery Point ApartmentsIndianapolis, IN1980  97%  512   912  $739 
The MastersIndianapolis, IN1986  94%  400   880  $742 
Autumn Woods ApartmentsIndianapolis, IN1978  98%  424   959  $690 
Riverwood ApartmentsIndianapolis, IN1978  91%  120   1,106  $793 
Woodbridge at CastletonIndianapolis, IN1980  93%  318   882  $689 
(1)Source: Appraisal

Cash Flow Analysis.

Cash Flow Analysis 
  20092010T-12 9/30/2011  U/W U/W per Unit
Gross Potential Rent $13,613,403  $13,869,758  $13,914,227  $13,982,318  $6,649 
Total Recoveries  727,055   793,212   843,696   843,696   401 
Total Other Income  691,498   698,496   805,892   804,037   382 
Less: Vacancy & Credit Loss  (1,947,180)  (1,948,508)  (1,671,567)  (1,739,641)  (827)
Effective Gross Income $13,084,777  $13,412,958  $13,892,248  $13,890,410  $6,605 
Total Operating Expenses  7,121,623   7,287,406   7,512,594   7,893,009   3,753 
Net Operating Income $5,963,154  $6,125,553  $6,379,655  $5,997,401  $2,852 
Capital Expenditures  0   0   0   710,990   338 
Net Cash Flow $5,963,154  $6,125,553  $6,379,655  $5,286,411  $2,514 
                     

Property Management. Westlake Apartments and Wind Drift Apartments are managed by Flaherty & Collins, Inc. Woods Edge Apartments, Riverwood Apartments, Spyglass Apartments and Villa Nova Apartments are managed by Buckingham Management, LLC. Neither management company is an affiliate of the borrower.

Lockbox / Cash Management. The Hampshire Multifamily Portfolio Loan is structured with a springing soft lockbox and springing cash management. If the debt service coverage ratio for the trailing 12-month period falls below 1.30x on the last day of any calendar quarter, all revenue from the property is required to be deposited by the borrower or manager into the clearing account within two business days of receipt until the debt service coverage ratio for the trailing 12-month period is at least 1.30x for two consecutive calendar quarters.

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.


 
67

 


Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%

Additionally, all revenue from the property will be swept from the clearing account on a daily basis into lender controlled cash management accounts, and all excess cash flow will be trapped (a) for so long as any event of default is continuing or (b) if the debt service coverage ratio for the trailing 12-month period is less than 1.20x on the last day of any calendar quarter, and continuing thereafter until the debt service coverage ratio for the trailing 12-month period is at least 1.25x for two consecutive calendar quarters.

Initial Reserves. At closing, the borrower deposited (i) $92,291 into a tax reserve account, (ii) $160,976 into an insurance reserve account and (iii) $735,260 into the required repairs reserve account, which represents 120% of the $612,717 in immediate repairs recommended in the engineering reports.

Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $92,291 into a monthly tax reserve account, (ii) $26,829 into a monthly insurance reserve account and (iii) $59,312 into a capital expenditure account.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None.

Partial Release. On any date after the defeasance period begins, in connection with the sale of one or more individual properties to a bona fide third party purchaser, the borrower may obtain the release of such property or properties, upon the satisfaction of certain conditions, including but not limited to the following: (i) the borrower must defease an amount of principal equal to the greater of (a) 100% of net sales proceeds for such property or properties, and (b) 125% of the allocated loan amount for such property or properties, (ii) after such release the LTV for the remaining properties is not more than the lesser of (a) the LTV percentage immediately preceding the release and (b) 66.2%, and (iii) the DSCR is not below the greater of (a) the DSCR immediately preceding the release and (b) 1.32x.

Substitution of Properties. None permitted.


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.



 
68

 
 
Indianapolis, IN
Collateral Asset Summary
Hampshire Multifamily Portfolio
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$54,793,389
65.9%
1.32x
10.9%

 
 
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.
 
69

 


1080 Piper Lane
Burlington, NC 27215
Collateral Asset Summary
Alamance Crossing
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$50,454,122
69.4%
1.35x
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.

 
70

 


1080 Piper Lane
Burlington, NC 27215
Collateral Asset Summary
Alamance Crossing
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$50,454,122
69.4%
1.35x
10.2%
 
 
 Mortgage Loan Information   Property Information 
 
Loan Seller(1):
GLAC   Single Asset / Portfolio:Single Asset 
 Loan Purpose:Refinance   Property Type:Regional Mall 
 Sponsor:CBL & Associates Properties, Inc.   Collateral:Fee Simple 
 Borrower:Alamance Crossing CMBS, LLC   Location:Burlington, NC 
 Original Balance:$50,800,000   Year Built / Renovated:2006 / 2008 
 Cut-off Date Balance:$50,454,122   Total Sq. Ft.:684,498 
 % by Initial UPB:5.4%