-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HQ8NLS/xPmkjveQQtVf5pqhaan/Oq5FQ7k4baGQJCjbT1u9VH42wcze1vAoBWiTM wNQW0KljKi7ZqboecinBsg== 0000914121-06-003759.txt : 20061213 0000914121-06-003759.hdr.sgml : 20061213 20061212185521 ACCESSION NUMBER: 0000914121-06-003759 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061213 DATE AS OF CHANGE: 20061212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMM 2006-C8 Mortgage Trust CENTRAL INDEX KEY: 0001382141 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-130390-03 FILM NUMBER: 061272653 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: ROOM 520 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6179517690 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: ROOM 608 CITY: BOSTON STATE: MA ZIP: 02110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE MORTGAGE & ASSET RECEIVING CORP CENTRAL INDEX KEY: 0001013454 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 043310019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: ROOM 520 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6179517690 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: ROOM 608 CITY: BOSTON STATE: MA ZIP: 02110 FWP 1 dm6492081-fwp.txt FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 File No. 333-130390-03 December 12, 2006 UPDATE No. 2 to the CMBS New Issue Term Sheet Free Writing Prospectus dated December 4, 2006 (the "Term Sheet FWP"), the Free Writing Prospectus dated December 4, 2006, (the "December 4 FWP") and the Free Writing Prospectus dated December 8, 2006 (the "December 8 FWP"). Deutsche Mortgage & Asset Receiving Corporation, Commercial Mortgage Pass-Through Certificates, Series COMM 2006-C8 (the "Certificates") GENERAL UPDATE 1. J.P. Morgan Securities Inc. No Longer a Co-Manager. J.P. Morgan Securities Inc. will no longer act as a co-manager of the offering. Deutsche Bank Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. are acting as co-lead managers of the offering. Morgan Stanley & Co. Incorporated will act as co-manager of the offering. COLLATERAL UPDATE 1. General Loan Information. Attachment A-1 to this Update contains updates and corrections to certain information with respect to the Mortgage Loans sold to the trust by German American Capital Corporation, Barclays Capital Real Estate Inc. and General Electric Capital Corporation included in Annex A-1, Annex A-2 and elsewhere in the December 4 FWP. Attachment A-2 to this Update contains updates and corrections to certain information with respect to the Mortgage Loans sold to the trust by Bank of America, National Association included in Annex A-1 and elsewhere in the December 4 FWP. 2. Summary Pool Information. Attachment B to this Update contains certain updated summary information concerning Loan Group 1, Loan Group 2 and the Mortgage Pool included in the December 4 FWP and will replace the analogous information in the final prospectus supplement. Set forth below is some additional information with regards to the Mortgage Pool, Loan Group 1 and Loan Group 2: Collateral 173 loans/413 properties/$3,775,704,017 cut-off date balance Loan Sellers: German American Capital Corporation (47.58%), Barclays Capital Real Estate Inc. (19.52%), Bank of America, National Association (17.88%), General Electric Capital Corporation (15.03%). Property types (by allocated loan amount): Retail 28.73%, Office 22.11%, Multifamily 21.05%, Hotel 11.07%, Self-Storage 7.66%, Manufactured Housing 5.47%, Industrial 3.50%, Mixed Use 0.33%, Land 0.08%. Geographic (by allocated loan amount): Texas 13.39%, Minnesota 10.99%, New York 10.68%, California 9.05% (So. California 3.01%, No. California 6.03%), Florida 7.72%, No others >5%. DSCR/LTV (Weighted Average): 1.40x/71.09% Mortgage Rate (Weighted Average): 5.8931% Inv. Grade: 5.54% of pool Top 10%: 36.31% of pool 3. First City Tower Loan Combination Split Loan Disclosure. The following paragraph will replace the section "Description of the Mortgage Pool--Split Loan Structures--Rights of the Holder of the First City Tower B Loan--Cure Rights" contained on pages S-129 to S-130 of the December 4 FWP in its entirety: "Cure Rights. In the event that a monetary event of default exists under the First City Tower Loan Combination or in any non-monetary event of default with respect to the First City Tower Loan Combination exists and is continuing, the First City Tower B Loan Holder will generally have the right to cure such event of default. In the event that the borrower fails to make any payment of principal or interest on the First City Tower Loan Combination, resulting in a monetary event of default, the holder of the First City Tower B Loan Controlling Holder will have the right to cure such monetary event of default, but may cure no more than three Cure Events during any 12-month period; provided, that no such Cure Event shall exceed three consecutive months or nine total Cure Events during the life of the First City Tower Loan Combination. For purposes of this paragraph a "Cure Event" shall mean the one-month period for which the holder of the First City Tower B Loan Holder exercised its cure rights. So long as the First City Tower B Loan Holder is exercising a cure right, neither the Master Servicer nor the Special Servicer will be permitted to (i) accelerate the First City Tower Loan Combination, (ii) treat such event of default as such for purposes of transferring the First City Tower Loan Combination to special servicing, or (iii) commence foreclosure proceedings." 4. Casual Male HQ Loan Combination Split Loan Disclosure. The following two paragraphs will replace the second and third paragraph of the section "Description of the Mortgage Pool--Split Loan Structures--The Casual Male HQ Loan Combination" contained on page S-134 of the December 4 FWP in their entirety: "The Casual HQ B Loan has the same maturity date and amortization term as the Casual Male HQ Loan, but an interest rate of 8.3900% per annum. Only the Casual Male HQ Loan is included in the trust. The Casual Male HQ B Loan is not an asset of the trust. The Casual Male HQ B Loan is owned by Bank of America, National Association, but may be sold at any time." Attachment C to this Update sets forth the section "Description of the Mortgage Pool--Split Loan Structures--Rights of the Holder of the Casual Male HQ B Loan," which replaces the section contained on pages S-134 to S-137 the December 4 FWP in its entirety. With respect to the Casual Male HQ Loan Combination, the following paragraph defines the "Directing Holder" for such loan combination and replaces in its entirety the definition contained on page S-257 of the December 4 FWP: "with respect to the Casual Male HQ Loan Combination, either (a) the holder of the Casual Male HQ B Loan unless a Casual Male HQ Control Appraisal Period then exists or (b) if a Casual Male HQ Control Appraisal Period then exists, the holder of the Casual Male HQ Loan. At any time prior to the occurrence of a Casual Male HQ Control Appraisal Period the holder of the Casual Male HQ B Loan is the related borrower or any borrower related party, the Directing Holder with respect to the Casual Male HQ Loan Combination shall be the holder of the Casual Male HQ Loan." 5. Updated Footnote 5. With respect to Footnote 5 on page A-1-2 of the December 4 FWP, Loan No. 117, identified as River Crossing on Annex A-1 to the December 4 FWP, the loan sponsor guarantees up to $1,800,000, which guaranty will be reduced to $900,000 when the DSCR is 1.00x and released when the DSCR is at least 1.20x. The DSCR to be shown throughout the final prospectus supplement will be 1.20x, reflecting the threshold at which the recourse guaranty will be released. The current actual underwritten DSCR is 0.96x. 6. Updated Footnote 6. With respect to Footnote 6 on pages A-1-2 and A-1-3 of the December 4 FWP, Loan No. 148, identified as "Town Center - Sugarland" on Annex A-1 to the December 4 FWP, has a holdback amount of $115,000, an adjusted U/W DSCR as shown of 1.25x, an as-is U/W DSCR of 1.21x and an eligibility determination date of December 1, 2008. 7. Updated Footnote 14. Footnote 14 to Annex A-1 on page A-1-5 of the December 4 FWP is replaced in its entirety by the following: "With respect to each of the Mortgage Loans listed below, a holdback reserve has been escrowed which reserve will be released to the related borrower upon satisfaction of certain conditions, including achieving specified debt service coverage ratios, loan-to-value ratios or, in some cases, satisfaction by the borrower of leasing-related or other conditions. If such performance triggers are not met with respect to each of the Mortgage Loans listed below, the lender will be permitted under the pooling and servicing agreement to either hold the holdback reserve or letter of credit as additional collateral or apply the holdback reserve or letter of credit to the Mortgage Loan as a partial prepayment (in which event the amortization schedule of the related Mortgage Loan will be recast): o Valencia Medical Building o Park Avenue Villas With respect to the Valencia Medical Building loan above, the conditions for release of the $2,400,000 reserve must be satisfied by November 30, 2009 and include a DSCR of 1.20x and an LTV of 80%. If such performance triggers are not met with respect to each of the Mortgage Loans listed below, the borrower may request the holdback reserve or letter of credit to either be held by the lender as additional collateral or be applied to the Mortgage Loan as a partial prepayment (in which event the amortization schedule of the related Mortgage Loan will be recast): o Casa De Luna o Pine Haven Mobile Home Park o Colony Woods" STRUCTURE UPDATE 1. Class A-3FL Floating Rate Certificates and Related Swap Agreement Cancelled. The Class A-3FL Certificates will not be offered by the final prospectus supplement. The Class A-3FX Certificates and Class A-3FL Certificates set forth in the Term Sheet FWP and the December 4 FWP will be combined into one public class, the Class A-3 Certificates. Accordingly, all references to the Class A-3FL Certificates, the Class A-3FL Regular Interest, the Swap Agreement and the Swap Counterparty have been deleted and should be disregarded. All references to the Class A-3FX Certificates in the December 4 FWP will change to references instead to Class A-3 Certificates. 2. Class A-2 Split. Class A-2 has been replaced by new Class A-2A and Class A-2B. In discussions of the offered certificates throughout the December 4 FWP, the references to the Class A-2 Certificates will change to be references instead to the Class A-2A Certificates, and new language (which will also be similar to that used in the December 4 FWP to describe the Class A-2 Certificates) will be added to describe the Class A-2B Certificates consistent with the following terms: (A) Class A-2B will be pro rata with respect to the Class A-1, Class A-2A, Class A-3, Class A-AB and Class A-4 Certificates with respect to the distribution of interest described in clauses first and second under the heading "Description of the Offered Certificates--Distributions--Distribution of Available Funds" on page S-183 of the December 4 FWP. (B) Class A-2B will be entitled to the payment of principal after the principal balance of Class A-2A has been reduced to zero and prior to the right of Class A-3 to receive principal under clause third under the heading "Description of the Offered Certificates--Distributions--Distribution of Available Funds" on page S-183 of the December 4 FWP. (C) Class A-2B will be pro rata with respect to the Class A-1, Class A-2A, Class A-3, Class A-AB and Class A-4 Certificates with respect to the distribution of unreimbursed Realized Losses described in clause fourth under the heading "Description of the Offered Certificates--Distributions--Distribution of Available Funds" on page S-185 of the December 4 FWP. Similarly, in the description of the allocation of losses and expenses to the certificates under "Description of the Offered Certificates--Subordination" on page S-195 of the December 4 FWP, the language will be revised to clarify that to the extent not covered by allocations to the Class A-M Certificates and the Classes of Certificates having later sequential designations, such losses and expenses will be allocated pro rata among the Class A-1, Class A-2A, Class A-2B, Class A-AB, Class A-4 and Class A-1A Certificates. (D) Class A-2B will be entitled to receive distributions of Prepayment Premiums and Yield Maintenance Charges from Loan Group 1 in a manner analogous to that described for the Class A-2 Certificates beginning on page S-190 of the December 4 FWP under "Description of the Offered Certificates--Prepayment Premiums and Yield Maintenance Charges". 3. Updated Structure. Attachment D to this Update sets forth the updated structure for the Certificates. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission ("SEC") (registration statement file no. 333-130390) for the new offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by e-mail to any of the following addresses: blake.catlett@db.com or chris.springer@bankofamerica.com. This free writing prospectus does not contain all information that is required to be included in the base prospectus and the prospectus supplement, or required to be filed as part of a registration statement. This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted. The information in this free writing prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the Certificates, supersedes any information contained in any prior similar materials relating to the Certificates. The information in this free writing prospectus is preliminary, and is subject to completion or change. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates, until we have accepted your offer to purchase Certificates. You are advised that the terms of the Certificates, and the characteristics of the mortgage loan pool backing them, may change (due, among other things, to the possibility that mortgage loans that comprise the pool may become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to the pool, and that one or more classes of Certificates may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. You are advised that Certificates may not be issued that have the characteristics described in these materials. The underwriter's obligation to sell such Certificates to you is conditioned on the mortgage loans and Certificates having the characteristics described in these materials. If for any reason the issuer does not deliver such Certificates, the underwriter will notify you, and neither the issuer nor any underwriter will have any obligation to you to deliver all or any portion of the Certificates which you have committed to purchase, and none of the issuer nor any underwriter will be liable for any costs or damages whatsoever arising from or related to such non-delivery. This free writing prospectus was prepared on the basis of certain assumptions (including, in certain cases, assumptions specified by the recipient hereof) regarding the pool assets and structure, including payments, interest rates, weighted average lives and weighted average loan age, loss, spreads, market availability and other matters. The actual amount, rate or timing of payments on any of the underlying assets may be different, and sometimes materially different than anticipated, and therefore the pricing, payment or yield information regarding the certificates may be different from the information provided herein. There can be no assurance that actual pricing will be completed at the indicated value(s). In addition, pricing of the certificates may vary significantly from the information contained in this free writing prospectus as a result of various factors, including, without limitation, prevailing credit spreads, market positioning, financing costs, hedging costs and risk and use of capital and profit. The pricing estimates contained herein may vary during the course of any particular day and from day to day. You should consult with your own accounting or other advisors as to the adequacy of the information in this free writing prospectus for your purposes. IRS CIRCULAR 230 NOTICE: THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED BY THE UNDERWRITERS IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. ATTACHMENT A-1 Updates and Corrections for GACC, BCRE and GECC Loans

ATTACHMENT A-2 Updates and Corrections for BofA Loans ATTACHMENT A-2 Loan Field Name December 4 FWP Revised Casual Male HQ Coupon 5.089203125% 5.036796875% Casual Male HQ PandI 168,133.14 166,724.15 Casual Male HQ AnnPandI 2,017,597.68 2,000,689.85 Casual Male HQ UWDscr 2.02 2.03 Casual Male HQ PaymentCheck 5,398.55 5,779.12 ATTACHMENT B Revised Summary Pool Information Initial Mortgage Pool Balance 3,775,704,017 Loan Group 1 3,106,423,677 82.27% Loan Group 2 669,280,340 17.73%

Range of Cut-off Date Balances - All Mortgage Loans

Type of Mortgaged Properties - All Mortgage Loans

Mortgaged Properties by State and/or Location - All Mortgage Loans

Range of Debt Service Coverage Ratios as of the Cut-off Date - All Mortgage Loans

Range of LTV Ratios as of the Cut-off Date - All Mortgage Loans

Range of LTV Ratios as of Maturity Dates - All Mortgage Loans

Range of Mortgage Rates as of the Cut-off Date - All Mortgage Loans

Range of Remaining Terms to Maturity in Months - All Mortgage Loans

Range of Cut-off Date Balances - Loan Group 1

Type of Mortgaged Properties - Loan Group 1

Mortgaged Properties by State and/or Location - Loan Group 1

Range of Debt Service Coverage Ratios as of the Cut-off Date - Loan Group 1

Range of LTV Ratios as of the Cut-off Date - Loan Group 1

Range of LTV Ratios as of Maturity Dates - Loan Group 1

Range of Mortgage Rates as of the Cut-off Date - Loan Group 1

Range of Remaining Terms to Maturity in Months - Loan Group 1

Range of Cut-off Date Balances - Loan Group 2

Type of Mortgaged Properties - Loan Group 2

Mortgaged Properties by State and/or Location - Loan Group 2

Range of Debt Service Coverage Ratios as of the Cut-off Date - Loan Group 2

Range of LTV Ratios as of the Cut-off Date - Loan Group 2

Range of LTV Ratios as of Maturity Dates - Loan Group 2

Range of Mortgage Rates as of the Cut-off Date - Loan Group 2

Range of Remaining Terms to Maturity in Months - Loan Group 2

ATTACHMENT C Rights of the Holder of the Casual Male B Loan General. The Casual Male HQ Loan Combination will be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related intercreditor agreement (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the Casual Male HQ Loan Combination will be effected in accordance with the Pooling and Servicing Agreement and the related intercreditor agreement). The Master Servicer or the Trustee, as applicable, will be obligated to make: (i) any required P&I Advances on the Casual Male HQ Loan unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Casual Male HQ Loan Combination and (ii) Property Advances with respect to the Casual Male HQ Loan Combination unless the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Casual Male HQ Loan Combination. Distributions. The holders of the Casual Male HQ Loan and the Casual Male HQ B Loan have entered into an intercreditor agreement that sets forth the respective rights of each of the holders of the Casual Male HQ Loan Combination and provides, in general, that: o the rights of the holder of the Casual Male HQ Loan to receive payments of interest, principal and other amounts is senior to the rights of the holder of the Casual Male HQ B Loan; o if no Sequential Pay Event (defined below) has occurred and is continuing (or if a Sequential Pay Event has occurred but is not continuing) with respect to the Casual Male HQ Loan Combination, the borrower will make separate monthly payments of principal and interest to the holder of the Casual Male HQ Loan and the Casual Male HQ B Loan. For the Casual Male HQ Loan Combination, a "Sequential Pay Event" consists of any of the following events: (a) the acceleration of the Casual Male HQ Loan or the Casual Male HQ B Loan; (b) the existence of an event of default that causes the Casual Male HQ Loan Combination to become a Specially Serviced Loan; or (c) an event of default caused by the filing of a bankruptcy or insolvency action by, or against, the related borrower or by the related borrower otherwise being the subject of a bankruptcy or insolvency proceeding; o if a Sequential Pay Event has occurred and is continuing, or if a partial or full prepayment of the Casual Male HQ Loan Combination results from the payment of insurance proceeds or condemnation awards, the holder of the Casual Male HQ B Loan will not be entitled to receive payments of principal or interest until the holder of the Casual Male HQ Loan receives the unreimbursed costs and expenses of the Master Servicer or the Trustee to the extent payable under the Pooling and Servicing Agreement with respect to the Casual Male HQ Loan Combination, including unreimbursed advances (including advance interest), accrued and unpaid servicing fees and other servicing compensation, accrued and unpaid interest (excluding default interest), the outstanding principal balance and its percentage interest of any prepayment or yield maintenance premium. Consent to Modifications. Prior to agreeing to any of the following with respect to the Casual Male HQ Loan Combination, the Master Servicer and the Special Servicer will be required to obtain the prior written consent of the holder of the Casual Male HQ B Loan with respect to any amendment, deferral, extension, waiver or other modification of the Casual Male HQ Loan Combination which would require approval of the Controlling Class Representative under the Pooling and Servicing Agreement. A "Casual Male HQ Control Appraisal Period" shall exist with respect to the Mortgage Loans, if and for so long as: (a) (1) the initial principal balance of the Casual Male HQ B Loan minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to and received on the Casual Male HQ B Loan, (y) any appraisal reduction amounts allocated to the Casual Male HQ B Loan and, without duplication, (z) any realized losses with respect to either the Casual Male HQ Loan or the Casual Male HQ B Loan under the Pooling and Servicing Agreement then in effect that are allocated to the Casual Male HQ B Loan, plus (3) the amount of any reserve collateral posted by the holder of the Casual Male HQ B Loan, is less than (b) 25% of the excess of (1) the initial principal balance of the Casual Male HQ B Loan over (2) any payments of principal (whether as principal prepayments or otherwise) allocated to and received on the Casual Male HQ B Loan. The consent of the holder of the Casual Male HQ B Loan will not be required in connection with any such modification of the Casual Male HQ Loan Combination after the occurrence of a Casual Male HQ Control Appraisal Period. Notwithstanding any approval or disapproval of, or right to approve or disapprove, any such modification by the holder of the Casual Male HQ B Loan, no such modification may adversely affect the REMIC status of any REMIC under the Pooling and Servicing Agreement or result in the imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC provisions of the Code. In addition, neither the Master Servicer nor the Special Servicer shall agree to any modification of the Casual Male HQ Loan Combination if such modification would constitute a "significant modification" of either the Casual Male HQ Loan under the Pooling and Servicing Agreement or the Casual Male HQ B Loan under any pooling and servicing agreement affecting such loan under the REMIC provisions of the Code unless such modification is permitted by such REMIC provisions. In no event will the Special Servicer or the Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction or be inconsistent with the Servicing Standard. Notwithstanding anything herein to the contrary, the Controlling Class Representative will have the right to consult with the Master Servicer and the Special Servicer, at any time, regarding the Casual Male HQ Loan Combination. If, at any time after the occurrence of a Casual Male HQ Control Appraisal Period, the Master Servicer or Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the holders of the Casual Male HQ Loan Combination (as a collective whole), the Master Servicer or the Special Servicer, as applicable, may agree to any such modification without obtaining the prior written consent of the holder of the Casual Male HQ B Loan provided that such action would not violate the REMIC provisions of the Code. Cure Rights. In the event that the borrower fails to make any payment of principal or interest on the Casual Male HQ Loan Combination, resulting in a monetary event of default, the holder of the Casual Male HQ B Loan will have the right to cure such monetary event of default, but may cure no more than three consecutive Cure Events, four Cure Events during any 12-month period or six total Cure Events during the life of the Casual Male HQ Loan Combination (of which no more than four may be with respect to a non-monetary event of default). For purposes of this paragraph a "Cure Event" shall mean the one-month period for which the holder of the Casual Male HQ B Loan exercised its cure rights. The holder of the Casual Male HQ B Loan may also have the right to reverse a control appraisal period by delivery to the Master Service or Special Servicer, as applicable, cash collateral or an irrevocable standby letter of credit in the amount (when added to the value of the related Mortgaged Property) necessary to stop such control appraisal period from existing, subject to certain limitations set forth in the related intercreditor agreement. Purchase Option. In the event that the Casual Male HQ Loan is a Specially Serviced Mortgage Loan (or as to which an event of default has occurred and is continuing), the holder of the Casual Male HQ B Loan will have an option to purchase the Casual Male HQ Loan from the Trust at a price generally equal to the unpaid principal balance of the Casual Male HQ Loan, plus accrued and unpaid interest on such balance, any applicable liquidation fee, any other amounts due under the Casual Male HQ Loan (other than prepayment premiums), all related unreimbursed Servicing Advances together with accrued and unpaid interest on all Advances and any recovered costs not previously reimbursed to the Trust. Termination of the Special Servicer. So long as a Casual Male HQ Control Appraisal Event does not exist and is continuing, the holder of the Casual Male HQ B Loan will be entitled to terminate the Special Servicer with respect to the special servicing of the Casual Male HQ Loan Combination at any time, with or without cause, and to appoint a replacement special servicer, subject to satisfaction of the conditions contained in the Pooling and Servicing Agreement and the related intercreditor agreement. ATTACHMENT D Revised Structure Ratings (Moody's/ Class Size Fitch) Sub Level WAL Prin Window - ----- -------------- --------- --------- ----- ----------- A-1 $52,500,000 Aaa/AAA 30.000% 3.01 1/07-9/11 A-2A $100,000,000 Aaa/AAA 30.000% 4.72 9/11-9/11 A-2B $366,000,000 Aaa/AAA 30.000% 4.86 9/11-1/12 A-3 $244,500,000 Aaa/AAA 30.000% 6.80 10/13-12/13 A-AB $92,500,000 Aaa/AAA 30.000% 7.29 1/12-2/16 A-4 $1,118,212,000 Aaa/AAA 30.000% 9.82 2/16-12/16 A-1A $669,280,000 Aaa/AAA 30.000% 8.51 1/07-12/16 XP $3,698,510,000 Aaa/AAA N/A N/A 12/16-12/16 A-M $377,571,000 Aaa/AAA 20.000% 9.97 12/16-12/16 A-J $302,056,000 Aaa/AAA 12.000% 9.97 12/16-12/16 B $28,318,000 Aa1/AA+ 11.250% 9.97 12/16-12/16 C $42,476,000 Aa2/AA 10.125% 9.97 12/16-12/16 D $37,758,000 Aa3/AA- 9.125% 9.97 12/16-12/16 E $23,598,000 A1/A+ 8.500% 9.97 12/16-12/16 F $28,317,000 A2/A 7.750% 10.02 12/16-1/17 G $51,916,000 A3/A- 6.375% 10.05 1/17-1/17 ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW THIS SENTENCE ARE NOT APPLICABLE TO THIS MESSAGE AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS MESSAGE HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM. -----END PRIVACY-ENHANCED MESSAGE-----