Common use of Access to Certain Information Clause in Contracts

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (i) below and to the extent any other items are in its possession) shall make available at their respective offices responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Association, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was or, if made, would be a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer or the Special Servicer, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, the Trustee shall require: (a) in the case of Certificate Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 hereto (or such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 hereto (or such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee pursuant to this Section 3.15 that has previously been made available via the Trustee's Internet Website or has previously been filed with the Commission, and the Trustee shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Trustee's Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the each Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h), (i) and (ik) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee Certificate Administrator or the Trustee, as applicable (with respect to the items in clauses (a) through (k) below in the case of the Certificate Administrator and clause (ic) below and in the case of the Trustee, to the extent any other those items are in its their possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Certificate Administrator, the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the each Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the each Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the each Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the each Master Servicer in respect of each Serviced Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Serviced Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the each Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Serviced Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Serviced Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the each Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), (j) all reports filed with the Commission with respect to the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and (k) the Outside Servicing Agreement, and any reports, statements, documents and other written information delivered under this Agreement to the Master Servicer for the Trust on behalf of the Trustee, or to the Trustee, as holder of the Outside Serviced Trust Mortgage Loan. Copies of any and all of the foregoing items will be available from the Certificate Administrator, any Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Serviced Loan Combination, the related Non-Trust Loan Holder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Certificate Administrator, the Master Servicers, the Special Servicer and the Trustee shall deliver to may each Holder satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Certificate Administrator, any Master Servicer, the Special Servicer or the Trustee, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, any Master Servicer, the Special Servicer or the Trustee, as applicable, and which may provide indemnification for the Certificate Administrator, any Master Servicer, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, any Master Servicer, the Special Servicer, the Trustee, as applicable, and which may provide indemnification for the Certificate Administrator, any Master Servicer, the Special Servicer or the Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Certificate Administrator or any Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the TrusteeCertificate Administrator's or any Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee Certificate Administrator or any Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the TrusteeCertificate Administrator's or any Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Certificate Administrator, the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of any Master Servicer or the Special Servicer, as the case may be, designated by it. The Certificate Administrator, the Trustee, the Master Servicers, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three (3) Business Days, reasonable fees for employee time and for space. (b) The Certificate Administrator shall, and the Master Servicers may but are not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Certificate Administrator shall make available to any interested party via the Certificate Administrator's Internet Website the Unrestricted Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File, the CMSA Collateral Summary File, the CMSA Historical Bond/Collateral Realized Loss Reconciliation Template, the CMSA Interest Shortfall Reconciliation Template and the CMSA Reconciliation of Funds Template, in each case for such Distribution Date, and any other information at the request of the Depositor. The Certificate Administrator shall make available on each Distribution Date (i) the Restricted Reports and (ii) the CMSA Property File to any Privileged Person via the Certificate Administrator's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Certificate Administrator. Any Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by such Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Certificate Administrator's Internet Website or any Master Servicer's Internet Website, the Certificate Administrator or any Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent any Master Servicer or the Certificate Administrator, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Certificate Administrator or any Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to any Master Servicer or the Certificate Administrator, as applicable, for any liability or damage that may arise therefrom. Each Master Servicer and the Certificate Administrator may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Certificate Administrator or any Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to any Master Servicer or the Certificate Administrator, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom any Master Servicer or the Certificate Administrator, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of the Certificate Administrator, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicers and the Certificate Administrator may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s))) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Certificate Administrator or any Master Servicer has determined that such withholding is appropriate. Any transmittal of information by any Master Servicer or the Certificate Administrator to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Xxxxxxx Xxxxx Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through Certificates, Series 2008-C1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Certificate Administrator, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Certificate Administrator shall, within five (5) Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to the Great Mall Loan Pair, the Great Mall B-Noteholder) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicer, Special Servicer and Trustee may each satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the Trustee shall deliver to each Holder use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable, and which may provide indemnification for the Master Servicer, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable, and which may provide indemnification for the Master Servicer or Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File, the CMSA Collateral Summary File and the CMSA Reconciliation of Funds Report, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by the Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent the Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2) governing the availability, use and disclosure of such information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. The Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2) governing the availability, use and disclosure of information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom the Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicer and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder)) any information not yet included in a Form 8-K filed with the Securities and Exchange Commission or otherwise made publicly available with respect to which the Trustee or the Master Servicer has determined that such withholding is appropriate. Any transmittal of information by the Master Servicers or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Xxxxxxx Xxxxx Mortgage Trust 2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein." (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b) (other than Distribution Date Statements), (c), (d), (e), (f), (h) and (i) below, unless any such item was not delivered to the Master Servicer), the Special Servicer (with respect to the items in clauses (dc), (e), (fd), (g), (h) and (i) below, unless any such item was not delivered to the Special Servicer) and the Trustee (with respect to the items in clause clauses (b) and (i) below below) and to the extent any other items are in its possession(unless any such item was not delivered to the Trustee) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesotathe Trustee, National Association, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or MinnesotaElk Grove Village, Illinois), during normal business hours, or send to the requesting party, such party having been certified to the Trustee, the Master Servicer or the Special Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest thereintherein or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor Depositor, originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(dSections 3.03(e) or 4.03(c), including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate OwnersOwners and the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative), a confirmation (which in the case of the Controlling Class Representative may be a standing confirmation) executed by the requesting Person substantially in the form of Exhibit X-1 K-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Paying Agent, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 K-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Trustee's, the Master Servicer's or Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission, and the Trustee Trustee, the Paying Agent, the Master Servicer or the Special Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Trustee's, the Master Servicer's or Special Servicer's Internet Website without restriction as to access in compliance with the terms of this Agreement, as applicable, or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner or holder of a Companion Loan, as applicable, of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees or holder of a Companion Loan, as applicable, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners or holder of a Companion Loan, if applicable, requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may, but is not required to, make available on or prior to the Distribution Date in each month to any interested party (i) the Distribution Date Statement via their respective Internet Websites, (ii) as a convenience for interested parties, the Prospectus Supplement, the Prospectus and this Agreement on their respective Internet Websites and (iii) any other items at the request of the Depositor via their respective Internet Websites. In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA Collateral Summary File to any interested party on its Internet Website. The Trustee shall, upon written request, make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File, and (iii) the CMSA Reconciliation of Funds Report to any Privileged Person and to any other Person upon the direction of the Depositor. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any Restricted Servicer Report or Unrestricted Servicer Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Paying Agent or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer. If three or more Holders or the Controlling Class Representative (or, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register. (c) The Master Servicer and the Special Servicer shall not be required to confirm, represent or warrant the accuracy or completeness of any other Person's information or report included in any communication from the Master Servicer or the Special Servicer under this Agreement. Neither the Master Servicer nor the Trustee shall be liable for the dissemination of information in accordance with this Section 3.15(c). The Trustee makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Trustee's Website and assumes no responsibility therefor. In addition, the Trustee, the Master Servicer and the Special Servicer may disclaim responsibility for any information distributed by the Trustee, the Master Servicer or the Special Servicer, respectively, for which it is not the original source. (d) Upon the request of the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) made not more frequently than once a month (which request may be a standing, continuing request), or at such mutually acceptable time each month as the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) shall reasonably designate, each of the Master Servicer and Special Servicer shall, without charge, make a knowledgeable Servicing Officer available, at the option of the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) either by telephone or at the office of such Servicing Officer, to answer questions from the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the case may be, is responsible. The Master Servicer and each of the Special Servicers each shall condition such disclosure upon the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) entering into a reasonable and customary confidentiality agreement reasonably acceptable to such servicer and the Controlling Class Representative (and, with respect to the Park Place Mall Whole Loan, the Park Place Mall Representative) regarding such disclosure to it. Neither the Master Servicer nor the Special Servicer shall be required to provide any information or disclosures in violation of any applicable law, rule or regulation.

Access to Certain Information. (a) Upon ten days prior written notice, to the extent such items are not in the Trustee's possession the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (ih) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and and (i) below) and the Trustee (with respect to the items in clause (i) below and to the extent any other such items are in its possession) , shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National AssociationThe Chase Manhattan Bank, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or MinnesotaTexas), during normal business hours, for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder Holder or its designated agent in writing to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest thereinsuch an interest, the Trustee, the Rating Agencies, the Underwriters Underwriter and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements to Certificateholders delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Special Servicer or the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.093.12(a) hereof, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Special Servicer and delivered to the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer or the Master Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was or, if made, would be a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a)Advance. Copies of any and all of the foregoing items will be available from the Master Servicer or the Special Servicer, as the case may be, upon request at the expense of the requesting party and shall be provided to any of the Rating Agencies at no cost pursuant to any of their requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, the Trustee shall require: (a) in the case of Certificate Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 W-1 hereto (or such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 W-2 hereto (or such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee pursuant to this Section 3.15 that has previously been made available via the Trustee's Internet Website or has previously been filed with the Commission, and the Trustee shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Trustee's Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Controlling Class Representative, the Rating Agencies and the Depositor, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer, the Special Servicer or any Sub-Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriter may require payment from the related Certificateholder of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or prospective transferees, including, without limitation, copy charges and reasonable fees for employee time and for space. (b) The Trustee will make available each month, to any interested party, the Statement to Certificateholders via the Trustee's Internet Website, electronic bulletin board and fax-on-demand service. In addition, pursuant to the terms of one or more written agreements (each an "Internet Disclosure Agreement") that may be entered into after the date hereof, between the Depositor on the one hand and the Trustee on the other hand, the Trustee may make available certain information, reports and documents with respect to the Mortgage Loans and the transactions contemplated hereby, including, without limitation, the CSSA Loan File Report, the CSSA Property File Report and the reports contemplated by Section 3.12(c), on the Trustee's internet website. None of the Depositor, the Master Servicer or the Trustee possesses any obligation to enter an Internet Disclosure Agreement. The Trustee will not post or disclose information, reports, data files or documents with respect to the Mortgage Loans and the transactions contemplated hereby unless it is expressly permitted to post such information pursuant to the terms hereof or pursuant to the terms of an Internet Disclosure Agreement. Provided that each of the Master Servicer, the Special Servicer and the Trustee prepare and disseminate all information and reports pursuant to the terms of this Agreement, none of the Master Servicer, the Special Servicer or the Trustee shall be liable for the dissemination of such information or reports. The Trustee's website will be located at "xxx.xxxxxxxxxxxxxxxxxxx.xxx". The Trustee's electronic bulletin board may be accessed by calling (000) 000-0000 or (000) 000-0000 for loan level information, and interested parties may request such information by calling (000) 000-0000. For assistance with regard to the above-mentioned services, Certificate Owners may call (000) 000-0000.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to the Great Mall Loan Pair, the Great Mall B-Noteholder) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicer, Special Servicer and Trustee may each satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the Trustee shall deliver to each Holder use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable, and which may provide indemnification for the Master Servicer, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable, and which may provide indemnification for the Master Servicer or Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, the CMSA Collateral Summary File and the CMSA Reconciliation of Funds Report, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by the Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent the Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2) governing the availability, use and disclosure of such information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. The Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2) governing the availability, use and disclosure of information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom the Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicer and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder)) any information not yet included in a Form 8-K filed with the Securities and Exchange Commission or otherwise made publicly available with respect to which the Trustee or the Master Servicer has determined that such withholding is appropriate. Any transmittal of information by the Master Servicers or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Xxxxxxx Xxxxx Mortgage Trust 2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein." (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days (10) days' prior written notice, the applicable Master Servicer (with respect to the items in clauses (ai), (bii) (other than Distribution Date Statements, the Prospectus and the Prospectus Supplement), (ciii) (in the case of Annual Statements of Compliance delivered by the subject Master Servicer or any Additional Item 1123 Servicers retained or engaged thereby), (dv), (evi), (fviii), (hix) (in the case of Officer's Certificates delivered by the applicable Master Servicer), (x) and (ixi) below), the Special Servicer (with respect to the items in clauses (diii) (in the case of Annual Statements of Compliance delivered by the Special Servicer or any Additional Item 1123 Servicers retained or engaged thereby), (evii), (fviii) (with respect to Specially Serviced Trust Mortgage Loans), (g), ix) (hin the case of Officer's Certificates delivered by the Special Servicer) and (ix) below) and ), the Trustee (with respect to the items item in clause (ix) below and the Certificate Administrator (with respect to the items in clauses (i), (ii), (iii) and (iv) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Serviced Trust Mortgage Loans or the Certificates (or or, in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable, in accordance with clause (i) or (ii) of the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such Person), the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (ai) this Agreement and any amendments thereto, (bii) the Prospectus and Prospectus Supplement, all Distribution 159 Date Statements delivered or otherwise made available to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered or otherwise made available by the subject Master Servicer since the Closing Date pursuant to Section 3.12(c), (ciii) all Officers' Certificates Annual Statements of Compliance delivered by and/or to the Master Servicer or the Special Servicer Certificate Administrator since the Closing Date pursuant to or as contemplated by Section 3.13, (div) all accountants' reports Annual Assessment Reports and Annual Attestation Reports delivered with respect to and/or to the Master Servicer in respect of itself or the Special Servicer Certificate Administrator since the Closing Date pursuant to or as described in contemplated by Section 3.14, (ev) the most recent property inspection report prepared by or on behalf of or received by the subject Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (fvi) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of or received by the subject Master Servicer, (gvii) any and all modifications, waivers and amendments of the terms of a Serviced Trust Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (hviii) the Servicing File relating to each Serviced Trust Mortgage Loan and Loan, (iix) any and all Officers' Certificates and other evidence delivered by the subject Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d3.03(e) or 4.03(c), including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), (x) all CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets maintained by the applicable Master Servicer or Special Servicer; and (xi) any and all reports, statements and other written or electronic information relating to the Outside Serviced Trust Mortgage Loan, the related Mortgaged Property and/or the borrower under the Outside Serviced Trust Mortgage Loan, to the extent such items were received by Master Servicer No. 1 from an Outside Servicer or the related Outside Trustee. Copies of any and all of the foregoing items will be available from the applicable Master Servicer or Servicer, the Special Servicer, the Certificate Administrator, or the Trustee, as the case may be, upon request request, and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and, with respect to the Ala Moana Portfolio Trust Mortgage Loans, the Class AMP Representative), in connection with providing access to or copies of any items in accordance with this Agreement, the Certificate Administrator, the Trustee, a Master Servicer or the Special Servicer, as applicable, shall require: (ai) in the case of Certificate OwnersOwners and the Controlling Class Representative (and, with respect to the Ala Moana Portfolio Trust Mortgage Loans, the Class AMP Representative), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 L-1 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative (and, with respect to the Ala Moana Portfolio Trust Mortgage Loans, the Class AMP Representative) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such other Person), provided that such other Person (or a licensed or registered investment adviser representing such other Person) confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (bii) in the case of a prospective purchaser transferee of a Certificate or an interest thereintherein (or a licensed or registered investment adviser representing such Person), confirmation executed by the requesting Person substantially in the form of Exhibit X-2 L-2 hereto (or such other form as may be 160 reasonably acceptable to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a prospective purchaser transferee of a Certificate or an interest thereintherein (or a licensed or registered investment adviser representing such Person), is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and, with respect to the Ala Moana Portfolio Trust Mortgage Loans, the Class AMP Representative), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such other Person), provided that such other Person (or a licensed or registered investment adviser representing such other Person) confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner (or any licensed or registered investment adviser representing such Person) shall be obligated to keep confidential any information received from the Trustee Certificate Administrator, the Trustee, a Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Certificate Administrator's, the Trustee's, a Master Servicer's or the Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission, and the Trustee Certificate Administrator, the Trustee, such Master Servicer or the Special Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Certificate Administrator's, the Trustee's, such Master Servicer's or the Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Trustee, the Certificate Administrator, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or Certificate Owner or, to the extent that the subject information relates to an A/B Loan Combination, a related B-Noteholder, access to any records regarding the Trust Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the applicable Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Certificate Administrator. the Master Servicers, the Special Servicer and the Underwriters may require payment from a Certificateholder, Certificate Owner, prospective transferee (or a licensed or registered investment adviser representing such Person) or, in the case of an A/B Loan Combination, a related B-Noteholder, of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, such Certificateholder, Certificate Owner, prospective transferee (or a licensed or registered investment adviser representing such Person) or, in the case of an A/B Loan Combination, a related B-Noteholder, as applicable, including, without limitation, copy charges and, in the case of any such Person requiring on site review in excess of three (3) Business Days, reasonable fees for employee time and for space. 161 (b) A Master Servicer may, but is not required to, make available on or prior to the Distribution Date in each month to any Privileged Person (or, following receipt of written direction of the Depositor, any interested party) (i) the Distribution Date Statement via its Internet Website, (ii) as a convenience for Privileged Persons (or, following receipt of written direction of the Depositor, any interested parties) (and not in furtherance of the distribution thereof under the securities laws), this Agreement, the Prospectus and the Prospectus Supplement on its Internet Website and (iii) any other items at the request of the Depositor on its Internet Website. The Master Servicers and the Special Servicer may each, but neither is required to, make available each month via its Internet Website (i) to any Privileged Person (or, following receipt of written direction of the Depositor, any interested party), the Unrestricted Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the subject Master Servicer or the Special Servicer, as the case may be, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any Restricted Servicer Report or Unrestricted Servicer Report that is not available on the applicable Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the applicable Master Servicer, upon request, to any Person otherwise entitled to access such report on the applicable Master Servicer's Internet Website. In connection with providing access to a Master Servicer's or the Special Servicer's Internet Website, such Master Servicer or the Special Servicer may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the each Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee (with respect to the items in clause clauses (ia) below and through (j) below, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to each Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered -174- by the each Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the each Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the each Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the each Master Servicer in respect of each Serviced Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Serviced Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the each Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Serviced Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Serviced Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the each Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), (j) all reports filed with the Commission with respect to the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and (k) the XX Xxxxxx Series 2006-LDP8 Pooling and Servicing Agreement, and any reports, statements, documents and other written information delivered under this Agreement to the Master Servicer for the Trust on behalf of the Trustee, or to the Trustee, as holder of the Park La Brea Apartments Trust Mortgage Loan. Copies of any and all of the foregoing items will be available from either Master Servicer, the Master Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicers, the Special Servicer and the Trustee shall deliver to may each Holder satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, either Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee, either Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicers, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee, either Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for either Master Servicer, the Special Servicer or the Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or either Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or either Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of either Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicers, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicers may but are not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. Either Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by such Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or either Master Servicer's Internet Website, the Trustee or either Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent either Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or either Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to either Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. Each Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or either Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to either Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom either Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicers and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Trustee or either Master Servicer has determined that such withholding is appropriate. Any transmittal of information by either Master Servicer or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Association, at its Corporate Trust Office, except with respect to item (g)documents which constitute part of the Mortgage Files, which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party such 105 party having been certified to the Trustee or the Master Servicer as applicable in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was or, if made, would be a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer or the Special Servicer, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates 106 and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Website and fax-on-demand service and (ii) as a convenience for interested parties, the Prospectus, the Prospectus Supplement and this Agreement on their respective Internet Website. In addition, the Trustee shall, and the Master Servicer may but is not required to, make available each month the Unrestricted Servicer Reports, the CMSA Loan File Report, the CMSA loan setup file, the CMSA Bond File Report and the CMSA Collateral File Report to any interested party on their respective Internet Website. The Trustee shall make available each month, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File Report to any Privileged Person via the Trustee's Internet Website with the use of a password provided by the Trustee to such Privileged Person upon receipt by the Trustee from such Person of a certification in the form of Exhibit X-1; provided that the Rating Agencies, the Depositor, the parties hereto and the Underwriters will not need to provide such certification to receive a password from the Trustee. The Master Servicer may, but is not required to, make available each month to any interested party via its Internet Website the Delinquent Loan Status Report, the Historical Loan Modification Report, the Historical Liquidation Report, the REO Status Report, the Watch List Report, the Comparative Financial Status Report, the CMSA loan setup file, the CMSA Loan File Report and the CMSA Property File Report. In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee (with respect to the items in clause clauses (a) through (i) below and below, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Mortgage Loan Loan, and (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related -150- Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicer, Special Servicer and Trustee may each satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the Trustee shall deliver to each Holder use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer or Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by the Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent the Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. The Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom the Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicer and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Trustee or the Master Servicer has determined that such withholding is appropriate. Any transmittal of information by the Master Servicers or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued ML-CFC Commercial Mortgage Trust 2006-1, Commercial Mortgage Pass-Through Certificates, Series 2006-1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the each Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee (with respect to the items in clause clauses (ia) below and through (j) below, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case -148- of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to each Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the each Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the each Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the each Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the each Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the each Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the each Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), and (j) all reports filed with the Commission with respect to the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. Copies of any and all of the foregoing items will be available from either Master Servicer, the Master Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicers, the Special Servicer and the Trustee shall deliver to may each Holder satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, either Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee, either Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicers, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee, either Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for either Master Servicer, the Special Servicer or the Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or either Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or either Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of either Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicers, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicers may but are not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. Either Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by such Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or either Master Servicer's Internet Website, the Trustee or either Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent either Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or either Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to either Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. Each Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or either Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to either Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom either Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicers and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Trustee or either Master Servicer has determined that such withholding is appropriate. Any transmittal of information by either Master Servicer or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued ML-CFC Commercial Mortgage Trust 2006-2, Commercial Mortgage Pass-Through Certificates, Series 2006-2, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not -151- also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h), (i) and (ij) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee Certificate Administrator (with respect to the items in clause clauses (ia) below and through (d) below) or the Trustee with respect to the items in clauses (e) through (j) below, in each case, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Association, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota)Loans, during normal business hours, or send to the requesting party, such party having been certified to the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Certificate Administrator, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Serviced Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Serviced Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Serviced Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Serviced Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a)) and (j) the MLMT Series 2005-CKI1 Pooling and Servicing Agreement, and any reports, statements, documents and other written information delivered under this Agreement to the Master Servicer for the Trust on behalf of the Trustee, or to the Trustee, as holder of the Glendale Galleria Trust Mortgage Loan. Copies of any and all of the foregoing items will be available from the Master Servicer or Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall deliver to may each Holder satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the TrusteeCertificate Administrator, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer, the Special Servicer and the Certificate Administrator) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the TrusteeCertificate Administrator, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Certificate Administrator or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the TrusteeCertificate Administrator's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission, and the Trustee Certificate Administrator or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the TrusteeCertificate Administrator's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Certificate Administrator, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Certificate Administrator shall, and the Master Servicer may but is not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Certificate Administrator shall make available to any interested party via the Certificate Administrator's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Certificate Administrator shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Certificate Administrator's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Certificate Administrator. The Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by the Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Certificate Administrator's Internet Website or the Master Servicer's Internet Website, the Certificate Administrator or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent the Master Servicer or the Certificate Administrator, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Certificate Administrator or the Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to the Master Servicer or the Certificate Administrator, as applicable, for any liability or damage that may arise therefrom. The Master Servicer and the Certificate Administrator may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Certificate Administrator or the Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to the Master Servicer or the Certificate Administrator as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom the Master Servicer or the Certificate Administrator, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of the Certificate Administrator, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicer and the Certificate Administrator may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Securities and Exchange Commission or otherwise made publicly available with respect to which the Certificate Administrator or the Master Servicer has determined that such withholding is appropriate. Any transmittal of information by the Master Servicers or the Certificate Administrator to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Merrill Lynch Mortgage Trust 2005-LC1, Commercial Mortgage Xxxx-Xxrxxxx Certificates, Series 2005-LC1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein." (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Certificate Administrator, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Certificate Administrator shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Association, at its Corporate Trust Office, except with respect to item (g)documents which constitute part of the Mortgage Files, which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was or, if made, would be a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer or the Special Servicer, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Trustee's or the Master Servicer, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee will, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Website, and in the case of the Trustee, the Trustee's electronic bulletin board and fax-on-demand service and (ii) as a convenience for interested parties, the Prospectus, the Prospectus Supplement and this Agreement on their respective Internet Website. In addition, the Trustee will, and the Master Servicer may but is not required to, make available each month the Unrestricted Servicer Reports, the CSSA Loan File Report and the CSSA loan setup file to any interested party on their respective Internet Website. The Trustee will make available each month, (i) the Restricted Servicer Reports, and (ii) the CSSA Property File Report to any Privileged Person via the Trustee's Internet Website with the use of a password provided by the Trustee to such Privileged Person upon receipt by the Trustee from such Person of a certification in the form of Exhibit K; provided that the Rating Agencies, the Depositor, the parties hereto and the Underwriters will not need to provide such certification to receive a password from the Trustee. The Master Servicer may, but is not required to, make available each month to any interested party via its Internet Website the Delinquent Loan Status Report, the Historical Loan Modification Report, the Historical Loss Estimate Report, the REO Status Report, the Watch List Report, the Loan Payoff Notification Report, the Comparative Financial Status Report, the CSSA loan setup file, the CSSA Loan File and the CSSA Property File. In connection with providing access to the Trustee's Internet Website or electronic bulletin board or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days (10) days' prior written notice, the applicable Master Servicer (with respect to the items in clauses (ai), (bii) (other than Distribution Date Statements, the Prospectus and the Prospectus Supplement), (ciii) (in the case of Annual Statements of Compliance delivered by the subject Master Servicer or any Additional Item 1123 Servicers retained or engaged thereby), (dv), (evi), (fviii), (hix) (in the case of Officer's Certificates delivered by the applicable Master Servicer), (x) and (ixi) below), the Special Servicer (with respect to the items in clauses (diii) (in the case of Annual Statements of Compliance delivered by the Special Servicer or any Additional Item 1123 Servicers retained or engaged thereby), (evii), (fviii) (with respect to Specially Serviced Trust Mortgage Loans), (g), ix) (hin the case of Officer's Certificates delivered by the Special Servicer) and (ix) below) and ), the Trustee (with respect to the items item in clause (ix) below and the Certificate Administrator (with respect to the items in clauses (i), (ii), (iii) and (iv) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Serviced Trust Mortgage Loans or the Certificates (or or, in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable, in accordance with clause (i) or (ii) of the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such Person), the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (ai) this Agreement and any amendments thereto, (bii) the Prospectus and Prospectus Supplement, all Distribution Date Statements delivered or otherwise made available to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered or otherwise made available by the subject Master Servicer since the Closing Date pursuant to Section 3.12(c), (ciii) all Officers' Certificates Annual Statements of Compliance delivered by and/or to the Master Servicer or the Special Servicer Certificate Administrator since the Closing Date pursuant to or as contemplated by Section 3.13, (div) all accountants' reports Annual Assessment Reports and Annual Attestation Reports delivered with respect to and/or to the Master Servicer in respect of itself or the Special Servicer Certificate Administrator since the Closing Date pursuant to or as described in contemplated by Section 3.14, (ev) the most recent property inspection report prepared by or on behalf of or received by the subject Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (fvi) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of or received by the subject Master Servicer, (gvii) any and all modifications, waivers and amendments of the terms of a Serviced Trust Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (hviii) the Servicing File relating to each Serviced Trust Mortgage Loan and Loan, (iix) any and all Officers' Certificates and other evidence delivered by the subject Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d3.03(e) or 4.03(c), including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), (x) all CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets maintained by the applicable Master Servicer or Special Servicer; and (xi) any and all reports, statements and other written or electronic information relating to an Outside Serviced Trust Mortgage Loan, the related Mortgaged Property and/or the borrower under such Outside Serviced Trust Mortgage Loan, to the extent such items were received by the applicable Master Servicer from an Outside Servicer or the related Outside Trustee. Copies of any and all of the foregoing items will be available from the applicable Master Servicer or Servicer, the Special Servicer, the Certificate Administrator, or the Trustee, as the case may be, upon request request, and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative, in connection with providing access to or copies of any items in accordance with this Agreement, the Certificate Administrator, the Trustee, a Master Servicer or the Special Servicer, as applicable, shall require: (ai) in the case of Certificate OwnersOwners and the Controlling Class Representative, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 L-1 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such other Person), provided that such other Person (or a licensed or registered investment adviser representing such other Person) confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (bii) in the case of a prospective purchaser transferee of a Certificate or an interest thereintherein (or a licensed or registered investment adviser representing such Person), confirmation executed by the requesting Person substantially in the form of Exhibit X-2 L-2 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a prospective purchaser transferee of a Certificate or an interest thereintherein (or a licensed or registered investment adviser representing such Person), is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative, by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such other Person), provided that such other Person (or a licensed or registered investment adviser representing such other Person) confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner (or any licensed or registered investment adviser representing such Person) shall be obligated to keep confidential any information received from the Trustee Certificate Administrator, the Trustee, a Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Certificate Administrator's, the Trustee's, a Master Servicer's or the Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission, and the Trustee Certificate Administrator, the Trustee, such Master Servicer or the Special Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Certificate Administrator's, the Trustee's, such Master Servicer's or the Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Trustee, the Certificate Administrator, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or Certificate Owner or, to the extent that the subject information relates to a Serviced Loan Combination, a related Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Trust Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the applicable Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Certificate Administrator, the Master Servicers, the Special Servicer and the Underwriters may require payment from a Certificateholder, Certificate Owner, prospective transferee (or a licensed or registered investment adviser representing such Person) or, in the case of a Serviced Loan Combination, a related Serviced Non-Trust Mortgage Loan Noteholder (to the extent permitted by the related Co-Lender Agreement) of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, such Certificateholder, Certificate Owner, prospective transferee (or a licensed or registered investment adviser representing such Person) or, in the case of a Serviced Loan Combination, a related Serviced Non-Trust Mortgage Loan Noteholder, as applicable, including, without limitation, copy charges and, in the case of any such Person requiring on site review in excess of three (3) Business Days, reasonable fees for employee time and for space. (b) A Master Servicer may, but is not required to, make available on or prior to the Distribution Date in each month to any Privileged Person (or, following receipt of written direction of (i) the Distribution Date Statement via its Internet Website, (ii) as a convenience for Privileged Persons (or, following receipt of written direction of the Depositor, any interested parties) (and not in furtherance of the distribution thereof under the securities laws), this Agreement, the Prospectus and the Prospectus Supplement on its Internet Website and (iii) any other items at the request of the Depositor on its Internet Website. The Master Servicers and the Special Servicer may each, but neither is required to, make available each month via its Internet Website in lieu of physical or electronic delivery (i) to any Privileged Person (or, following receipt of written direction of the Depositor, any interested party), the Unrestricted Servicer Reports, the CMSA Appraisal Reduction Template, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the subject Master Servicer or the Special Servicer, as the case may be, the Restricted Servicer Reports, the CMSA Special Servicer Loan File, the CMSA Financial File and the CMSA Property File. Any Servicer Report that is not available on the applicable Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the applicable Master Servicer, upon request, to any Person otherwise entitled to access such report on the applicable Master Servicer's Internet Website; provided that availability on any such Internet Website shall constitute delivery of the subject Servicer Report pursuant to this Section 3.15(b). In connection with providing access to a Master Servicer's or the Special Servicer's Internet Website, such Master Servicer or the Special Servicer may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b) (other than Distribution Date Statements), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (c), (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g)documents which constitute part of the Mortgage Files, which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee, the Master Servicer or the Special Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest thereintherein or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(dSections 3.03(e) or 4.03(c), including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and with respect to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building Representative), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate OwnersOwners and the Controlling Class Representative (and with respect to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building Representative), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 L-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative (and with respect to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building Representative) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, ; provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 L-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and, with respect to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building Representative), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, ; provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Trustee's, the Master Servicer's or Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission, and the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Trustee's, the Master Servicer's or Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner or holder of a Companion Loan, as applicable, of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees or holder of a Companion Loan, as applicable, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Master Servicer may, but is not required to, make available on or prior to the Distribution Date in each month to any interested party (i) the Distribution Date Statement via its Internet Website, (ii) as a convenience for interested parties this Agreement, the Prospectus and the Prospectus Supplement on its Internet Website and (iii) any other items at the request of the Depositor on its Internet Website. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted Servicer Report (other than the Interim Delinquent Loan Status Report) that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date, and (z) Interim Delinquent Loan Status Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the third Business Day of each calendar month shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Master Servicer's Internet Website, the Master Servicer may require registration and the acceptance of a disclaimer. If three or more Holders or the Controlling Class Representative (or, with respect to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building Representative) (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register. (c) The Master Servicer and the Special Servicer shall not be required to confirm, represent or warrant the accuracy or completeness of any other Person's information or report included in any communication from the Master Servicer or the Special Servicer under this Agreement. Neither the Master Servicer nor the Trustee shall be liable for the dissemination of information in accordance with this Section 3.15. The Trustee makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Trustee's Website and assumes no responsibility therefor. In addition, the Trustee, the Master Servicer and the Special Servicer may disclaim responsibility for any information distributed by the Trustee, the Master Servicer or the Special Servicer, respectively, for which it is not the original source.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee or the Master Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and, with respect to any Loan Pair, the related Companion Holder and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to the 00 Xxxx Xxxxxx Xxxxx Mortgage Loan, the WW Controlling Holder) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicer, Special Servicer and Trustee may each satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the Trustee shall deliver to each Holder use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Controlling Class Representative (and in the case of the 00 Xxxx Xxxxxx Xxxxx Mortgage Loan, the WW Controlling Holder), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of the 00 Xxxx Xxxxxx Xxxxx Mortgage Loan, the WW Controlling Holder), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable, and which may provide indemnification for the Master Servicer or Trustee, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative (and in the case of the 00 Xxxx Xxxxxx Xxxxx Mortgage Loan, the WW Controlling Holder) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable, and which may provide indemnification for the Master Servicer or Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of the 00 Xxxx Xxxxxx Xxxxx Mortgage Loan, the WW Controlling Holder), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any 150 Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Websites, and (ii) as a convenience for interested parties this Agreement on their respective Internet Websites. In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the updated collection report, the CMSA Delinquent Loan Status Report, the CMSA REO Status Report, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA Collateral Summary File to any interested party on its Internet Website. The Trustee shall, upon request, make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, (ii) the CMSA Servicer Watch List, the CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment Worksheet and the CMSA Comparative Financial Status Report, and (iii) the CMSA Property File and the CMSA Financial File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Trustee shall make available each month, on the Distribution Date, the interim Delinquent Loan Status Report to any interested party on its Internet Website. The Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by the Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent the Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2) governing the availability, use and disclosure of such information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. The Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2) governing the availability, use 151 and disclosure of information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom the Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicer and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and in the case of the 00 Xxxx Xxxxxx Xxxxx Mortgage Loan, the WW Controlling Holder)) any information not yet included in a Form 8-K filed with the Commission or otherwise made publicly available with respect to which the Trustee or the Master Servicer has determined that such withholding is appropriate. Any transmittal of information by the Master Servicers or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Xxxxxxx Xxxxx Mortgage Trust 2003-KEY1, Commercial Mortgage Pass-Through Certificates, Series 2003-KEY1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein." (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the each Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h), (i) and (ik) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee Certificate Administrator or the Trustee, as applicable (with respect to the items in clauses (a) through (k) below in the case of the Certificate Administrator and clause (ic) below and in the case of the Trustee, to the extent any other those items are in its their possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Certificate Administrator, the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the each Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the each Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the each Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the each Master Servicer in respect of each Serviced Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Serviced Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the each Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Serviced Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Serviced Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the each Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), (j) all reports filed with the Commission with respect to the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and (k) the Outside Servicing Agreement, and any reports, statements, documents and other written information delivered under this Agreement to the Master Servicer for the Trust on behalf of the Trustee, or to the Trustee, as holder of the Outside Serviced Trust Mortgage Loan. Copies of any and all of the foregoing items will be available from the Certificate Administrator, either Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Serviced Loan Combination, the related Non-Trust Loan Holder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Certificate Administrator, the Master Servicers, the Special Servicer and the Trustee shall deliver to may each Holder satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Certificate Administrator, either Master Servicer, the Special Servicer or the Trustee, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, either Master Servicer, the Special Servicer or the Trustee, as applicable, and which may provide indemnification for the Certificate Administrator, either Master Servicer, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, either Master Servicer, the Special Servicer, the Trustee, as applicable, and which may provide indemnification for the Certificate Administrator, either Master Servicer, the Special Servicer or the Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Certificate Administrator or either Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the TrusteeCertificate Administrator's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee Certificate Administrator or either Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the TrusteeCertificate Administrator's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Certificate Administrator, the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of either Master Servicer or the Special Servicer, as the case may be, designated by it. The Certificate Administrator, the Trustee, the Master Servicers, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Certificate Administrator shall, and the Master Servicers may but are not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Certificate Administrator shall make available to any interested party via the Certificate Administrator's Internet Website the Unrestricted Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File, the CMSA Collateral Summary File, the CMSA Historical Bond/Collateral Realized Loss Reconciliation Template, the CMSA Interest Shortfall Reconciliation Template and the CMSA Reconciliation of Funds Template, in each case for such Distribution Date, and any other information at the request of the Depositor. The Certificate Administrator shall make available on each Distribution Date (i) the Restricted Reports and (ii) the CMSA Property File to any Privileged Person via the Certificate Administrator's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Certificate Administrator. Either Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by such Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Certificate Administrator's Internet Website or either Master Servicer's Internet Website, the Certificate Administrator or either Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent either Master Servicer or the Certificate Administrator, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Certificate Administrator or either Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to either Master Servicer or the Certificate Administrator, as applicable, for any liability or damage that may arise therefrom. Each Master Servicer and the Certificate Administrator may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Certificate Administrator or either Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to either Master Servicer or the Certificate Administrator, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom either Master Servicer or the Certificate Administrator, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of the Certificate Administrator, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicers and the Certificate Administrator may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s))) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Certificate Administrator or either Master Servicer has determined that such withholding is appropriate. Any transmittal of information by either Master Servicer or the Certificate Administrator to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued ML-CFC Commercial Mortgage Trust 2007-9, Commercial Mortgage Pass-Through Certificates, -183- Series 2007-9, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Certificate Administrator, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Certificate Administrator shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee (with respect to the items in clause clauses (a) through (i) below and below, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicer, Special Servicer and Trustee may each satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the Trustee shall deliver to each Holder use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer or Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by the Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent the Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. The Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom the Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicer and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Securities and Exchange Commission or otherwise made publicly available with respect to which the Trustee or the Master Servicer has determined that such withholding is appropriate. Any transmittal of information by the Master Servicers or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Xxxxxxx Xxxxx Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (c), (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Wells Fargo Bank Minnesota, National AssociationN.A., at its Corporate Trust Office, except with excexx xxth respect to item (g)documents which constitute part of the Mortgage Files, which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee, the Master Servicer or the Special Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative, in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate OwnersOwners and the Controlling Class Representative (except that the initial Controlling Class Representative and the Holder specifically designated in the definition of Requesting Subordinate Certificateholder may execute a confirmation in the form of Exhibit V-1 hereto that does not include paragraph 5 of such Exhibit), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 V-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 V-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative, by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Trustee's, the Master Servicer's or Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission, and the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Trustee's, the Master Servicer's or Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Master Servicer may but is not required to, make available on or prior to the Distribution Date in each month to any interested party (i) the Distribution Date Statement via its Internet Website, (ii) as a convenience for interested parties this Agreement, the Prospectus and the Prospectus Supplement on its Internet Website and (iii) any other items at the request of the Depositor on its Internet Website. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted Servicer Report (other than the Interim Delinquent Loan Status Report) that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date, and (z) Interim Delinquent Loan Status Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the third Business Day of each calendar month shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Master Servicer's Internet Website, the Master Servicer may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the each Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee Certificate Administrator or the Trustee, as applicable (with respect to the items in clauses (a) through (j) below in the case of the Certificate Administrator and clause (ic) below and in the case of the Trustee, to the extent any other those items are in its their possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Certificate Administrator, the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer Servicers since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer Servicers or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer Servicers in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the applicable Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the applicable Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the either Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), and (j) all reports filed with the Commission with respect to the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. Copies of any and all of the foregoing items will be available from the Certificate Administrator, either Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Certificate Administrator, the Master Servicers, the Special Servicer and the Trustee shall deliver to may each Holder satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Certificate Administrator, either Master Servicer, the Special Servicer or the Trustee, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, the applicable Master Servicer, the Special Servicer or the Trustee, as applicable, and which may provide indemnification for the Certificate Administrator, such Master Servicers, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, either Master Servicer, the Special Servicer or the Trustee, as applicable, and which may provide indemnification for the Certificate Administrator, the subject Master Servicer, the Special Servicer or the Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Certificate Administrator or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the TrusteeCertificate Administrator's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee Certificate Administrator or either Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the TrusteeCertificate Administrator's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Certificate Administrator, the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of either Master Servicer or the Special Servicer, as the case may be, designated by it. The Certificate Administrator, the Trustee, the Master Servicers, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Certificate Administrator shall, and the Master Servicers may but are not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Certificate Administrator shall make available to any interested party via the Certificate Administrator's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Certificate Administrator shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Certificate Administrator's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Certificate Administrator. Either Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by such Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Certificate Administrator's Internet Website or either Master Servicer's Internet Website, the Certificate Administrator or either Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent either Master Servicer or Certificate Administrator, as applicable, deems necessary or appropriate, conditioning access on the -160- execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Certificate Administrator or either Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to either Master Servicer or Certificate Administrator, as applicable, for any liability or damage that may arise therefrom. Each Master Servicer and the Certificate Administrator may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Certificate Administrator or either Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to either Master Servicer or the Certificate Administrator, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom either Master Servicer or the Certificate Administrator, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of the Certificate Administrator, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicers and the Certificate Administrator may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Certificate Administrator or either Master Servicer has determined that such withholding is appropriate. Any transmittal of information by either Master Servicer or the Certificate Administrator to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Xxxxxxx Xxxxx Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Certificate Administrator, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Certificate Administrator shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the each Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee (with respect to the items in clause clauses (ia) below and through (j) below, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to each Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the each Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the each Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the each Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the each Master Servicer in respect of each Serviced Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Serviced Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the each Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Serviced Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Serviced Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the each Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), (j) all reports filed with the Commission with respect to the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and (k) the WBCMT Series 2007-C30 Pooling and Servicing Agreement, and any reports, statements, documents and other written information delivered under this Agreement to the Master Servicer for the Trust on behalf of the Trustee, or to the Trustee, as holder of the Peter Cooper Village axx Xxxxxxxxxt Town Trust Mortgage Loan. Copies of any and all of the foregoing items will be available from either Master Servicer, the Master Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicers, the Special Servicer and the Trustee shall deliver to may each Holder satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, either Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee, either Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicers, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee, either Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for either Master Servicer, the Special Servicer or the Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or either Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or either Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of either Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicers, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicers may but are not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File, the CMSA Collateral Summary File, the CMSA Historical Bond/Collateral Realized Loss Reconciliation Template, the CMSA Interest Shortfall Reconciliation Template and the CMSA Reconciliation of Funds Template, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. Either Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by such Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or either Master Servicer's Internet Website, the Trustee or either Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent either Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or either Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to either Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. Each Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or either Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to either Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom either Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicers and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Trustee or either Master Servicer has determined that such withholding is appropriate. Any transmittal of information by either Master Servicer or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued ML-CFC Commercial Mortgage Trust 2007-6, Commercial Mortgage Pass-Through Certificates, Series 2007-6, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Xxxxx Fargo Bank Minnesota, National AssociationN.A., at its Corporate Trust Office, except with respect to item (g)documents which constitute part of the Mortgage Files, which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee or the Master Servicer as applicable in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Websites, and (ii) as a convenience for interested parties this Agreement on their respective Internet Websites. In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA loan setup file, the CMSA Bond File and the CMSA Collateral Summary File to any interested party on its Internet Website. The Trustee shall make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Trustee shall make available each month, on the fourth Business Day of each calendar month, the Interim Delinquent Loan Status Report to any interested party on its Internet Website. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA loan setup file, and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted Servicer Report (other than the Interim Delinquent Loan Status Report) that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date and (z) Interim Delinquent Loan Status Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the third Business Day of each calendar month, shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Xxxxx Fargo Bank Minnesota, National AssociationN.A., at its Corporate Trust Office, except with respect to item (g)documents which constitute part of the Mortgage Files, which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee or the Master Servicer as applicable in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Controlling Class Representative, in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate OwnersOwners and the Controlling Class Representative, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative, by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Websites, and (ii) as a convenience for interested parties this Agreement on their respective Internet Websites. In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA loan setup file, the CMSA Bond File, the Monthly Advance Interest Report and the CMSA Collateral Summary File to any interested party on its Internet Website. The Trustee shall make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Trustee shall make available each month, on the fourth Business Day of each calendar month, the Interim Delinquent Loan Status Report to any interested party on its Internet Website. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File, and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any (x) Restricted Servicer Report or Unrestricted Servicer Report (other than the Interim Delinquent Loan Status Report and the Updated Collection Report) that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date, (y) Interim Delinquent Loan Status Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the third Business Day of each calendar month, and (z) Updated Collection Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related P&I Advance Date, shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer (i) to the Controlling Class Representative and (ii) upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (fg), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (i) below and to the extent any other such items are in its possession) , shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Association, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder Holder or its designated agent in writing to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest thereinsuch an interest, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: items (in each case except to the extent doing so is prohibited by applicable law or by any documents related to a Mortgage Loan): (a) this Agreement, each Sub-Servicing Agreement delivered to the Trustee since the Closing Date and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Special Servicer or the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant delivered to Section 3.09the Trustee, (f) the most recent Mortgaged Property annual operating statements and rent rollrolls, if any, collected by or on behalf of the Special Servicer or the Master Servicer and delivered to the Trustee or the Master Servicer (in the case of the Special Servicer), (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and or the Asset Status Report prepared pursuant to Section 3.21(d)Master Servicer, (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was or, if made, would be a Nonrecoverable Advance Advance, and (i) any operating statements, budgets, rent rolls or financial statements collected by the Master Servicer or the Special Servicer, as applicable, with respect to a Mortgage Property, (j) the Prospectus, the Memorandum and any other disclosure document relating to the Certificates in the form most recently provided to the Trustee by the Depositor or by any person designated by the Depositor, (k) any and all notices and reports delivered to the Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 3.09(c) revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied; (l) the most recent Appraisal for each Mortgaged Property and REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgage Property or REO Property to be delivered to the Trustee by the Master Servicer of Special Servicer, as applicable, promptly following its having been obtained); (m) the Schedule of Exceptions to Mortgage File Delivery prepared by the Trustee pursuant to Section 3.20(d2.02(a) including appraisals affixed thereto and any Required Appraisal exception report prepared by the Trustee pursuant to Section 3.09(a2.02(b); (n) all notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto and the Mortgage Loan Sellers; and (o) any Officer's Certificate delivered to the Trustee by the Special Servicer in connection with a Final Recovery Determination pursuant to Section 3.09(h). Copies of any and all of the foregoing items will be available from the Master Servicer or the Special Servicer, as the case may be, upon request at the expense of the requesting party and shall be provided to any of the Rating Agencies at no cost pursuant to any of their requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 W-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 W-2 hereto (or such other form as may be reasonably acceptable to the Trustee) , the Master Servicer or the Special Servicer, as applicable), generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Trustee's Internet Website or has previously been filed with the Commission, and the Trustee shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Trustee's Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies Agencies, the Controlling Class Representative and the Depositor, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. Except in the case of the Rating Agencies, the Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from any Person of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 including, without limitation, copy charges and reasonable fees for employee time and for space. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer and copies of any Operating Statement Analyses and NOI Adjustment Worksheets prepared by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner. (b) The Trustee will make available each month, to any interested party (i) the Distribution Date Statement via the Trustee's Internet Website, electronic bulletin board and fax-on-demand service and (ii) as a convenience for interested parties (and not in furtherance of the distribution of the Prospectus or the Prospectus Supplement under the securities laws), the Prospectus, the Prospectus Supplement and this Agreement on the Trustee's Internet Website. In addition, the Trustee will make available each month the Distribution Date Statement and the Unrestricted Servicer Reports, the CSSA Loan File Report and the CSSA loan setup file on the Trustee's Internet Website. The Trustee will make available each month, the Restricted Servicer Reports, and the CSSA Property File Report to any Privileged Person via the Trustee's Website with the use of a password provided by the Trustee to such Privileged Person upon receipt by the Trustee from such Person of a certification in the form of Exhibit G or Exhibit H; provided that the Rating Agencies, the Depositor, the parties hereto and the Underwriters will not need to provide such certification to receive a password from the Trustee. In connection with providing access to the Trustee's internet website electronic bulletin board or fax-on-demand service the Trustee may require registration and the acceptance of a disclaimer. In addition, pursuant to the terms of one or more written agreements (each an "Internet Disclosure Agreement") that may be entered into after the date hereof, between the Depositor on the one hand and the Trustee or the Master Servicer on the other hand, the Trustee or the Master Servicer, as the case may be, may make available certain information, reports and documents with respect to the Mortgage Loans and the transactions contemplated hereby, on the Trustee's or the Master Servicer's Internet website. None of the Depositor, the Master Servicer or the Trustee is obligated to enter into an Internet Disclosure Agreement. The Trustee and the Master Servicer will not post or disclose information, reports, data files or documents with respect to the Mortgage Loans and the transactions contemplated hereby unless it is expressly permitted to post such information pursuant to the terms hereof or pursuant to the terms of an Internet Disclosure Agreement. Provided that each of the Master Servicer, the Special Servicer and the Trustee prepare and disseminate all information and reports pursuant to the terms of this Agreement, none of the Master Servicer, the Special Servicer or the Trustee shall be liable for the dissemination of such information or reports.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee or the Master Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Controlling Class Representative, in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate OwnersOwners and the Controlling Class Representative, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 V-1 hereto (or such other form as may be 104 reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 V-2 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative, by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or 105 Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Websites, and (ii) as a convenience for interested parties this Agreement on their respective Internet Websites. In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA Collateral Summary File to any interested party on its Internet Website. The Trustee shall, upon request, make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Trustee shall make available each month, on the Distribution Date, the Interim Delinquent Loan Status Report to any interested party on its Internet Website. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File, and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted Servicer Report (other than the Interim Delinquent Loan Status Report) that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date, and (z) Interim Delinquent Loan Status Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the third Business Day of each calendar month shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee or the Master Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and, with respect to any Loan Pair, the related Companion Holder and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Controlling Class Representative, in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate OwnersOwners and the Controlling Class Representative, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 V-1 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 V-2 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative, by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information 110 obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Websites, and (ii) as a convenience for interested parties this Agreement on their respective Internet Websites. In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA Collateral Summary File to any interested party on its Internet Website. The Trustee shall, upon request, make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Trustee shall make available each month, on the Distribution Date, the Interim Delinquent Loan Status Report to any interested party on its Internet Website. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File, and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted Servicer Report (other than the Interim Delinquent Loan Status Report) that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date, and (z) Interim Delinquent Loan Status Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the third Business Day of each calendar month shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h), (i) and (ij) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee (with respect to the items in clause clauses (ia) below and through (k) below, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Master Servicer, the Special Servicer or the Trustee, as applicable, in -148- accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Serviced Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Serviced Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Serviced Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Serviced Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), (j) the [Other Series] Pooling and Servicing Agreement, and any reports, statements, documents and other written information delivered under this Agreement to the Master Servicer for the Trust on behalf of the Trustee, or to the Trustee, as holder of the [Blackacre] Trust Mortgage Loan, and (k) all Exchange Act Reports filed with the Commission with respect to the Trust. Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicer, Special Servicer and Trustee may each satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the Trustee shall deliver to each Holder use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer or Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by the Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent the Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. The Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom the Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicer and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Trustee or the Master Servicer has determined that such withholding is appropriate. Any transmittal of information by the Master Servicers or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Merrill Lynch Mortgage Trust 200_-_, Commercial Mortgage Xxxx-Xxrxxxx Certificates, Series 200_-__, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below(to the extent not available from the Master Servicer) below and the Trustee Paying Agent (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Association, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota)Loans, during normal business hours, or send to the requesting party, such party having been certified to the Paying Agent or the Master Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the TrusteePaying Agent, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Paying Agent, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: items (in each case at the expense of the reviewing party unless otherwise provided in this Agreement): (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.03(c), Section 3.20(d) and Section 4.03(c) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative, in connection with providing access to or copies of any items in accordance with this Agreement, the Paying Agent or the Master Servicer (on behalf of itself and the Special Servicer), as applicable, shall require: (a) in the case of Certificate OwnersOwners and the Controlling Class Representative, a confirmation (which, in the case of a the Controlling Class Representative may be a standing confirmation) executed by the requesting Person substantially in the form of Exhibit X-1 V-1 hereto (or such other form as may be reasonably acceptable to the TrusteePaying Agent or the Master Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidentialconfidential (and such Person shall execute and deliver a confidentiality agreement in a form satisfactory to the Master Servicer, if requested); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 V-2 hereto (or such other form as may be reasonably acceptable to the TrusteePaying Agent or the Master Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative, by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)confidential and (such Person shall execute and deliver a confidentiality agreement in a form satisfactory to the Master Servicer, if requested) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Paying Agent or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available without a password via the TrusteePaying Agent's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee Paying Agent or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the TrusteePaying Agent's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Paying Agent, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Paying Agent, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Paying Agent shall, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Websites, and (ii) as a convenience for interested parties this Agreement on their respective Internet Websites. In addition, the Paying Agent shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA Collateral Summary File to any interested party on its Internet Website. The Paying Agent shall, upon request, make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File to any Privileged Person. The Paying Agent shall make available each month, on the fourth Business Day of each calendar month, the Interim Delinquent Loan Status Report to any interested party on its Internet Website. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File, and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted Servicer Report (other than the Interim Delinquent Loan Status Report) that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date, and (z) Interim Delinquent Loan Status Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the third Business Day of each calendar month shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Paying Agent's Internet Website or the Master Servicer's Internet Website, the Paying Agent or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the each Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee (with respect to the items in clause clauses (ia) below and through (j) below, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to each Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the each Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the each Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the each Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the each Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the each Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Mortgage Loan and Loan, (i) any and all Officers' Officer's Certificates and other evidence delivered by the each Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), and (j) all reports filed with the Commission with respect to the Trust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. Copies of any and all of the foregoing items will be available from either Master Servicer, the Master Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicers, the Special Servicer and the Trustee shall deliver to may each Holder satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, either Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee, either Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicers, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee, either Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for either Master Servicer, the Special Servicer or the Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or either Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or either Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or either Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other -158- banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of either Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicers, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicers may but are not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. Either Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by such Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or either Master Servicer's Internet Website, the Trustee or either Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent either Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or either Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to either Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. Each Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or either Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to either Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom either Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicers and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Commission or otherwise made publicly available with respect to which the Trustee or either Master Servicer has determined that such withholding is appropriate. Any transmittal of information by either Master Servicer or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued ML-CFC Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through Certificates, Series 2006-3, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days reasonable prior written notice, not greater than ten days, the Master Servicer (with respect to the items in clauses (a), (b) (other than Distribution Date Statements), (c), (d), (e), (f), (h) and (i) below, unless such item was not delivered to the Master Servicer), the Special Servicer (with respect to the items in clauses (dc), (e), (fd), (g), (h) and (i) below) to the extent such items are in its possession and the Trustee (with respect to the items in clause clauses (b) and (i) below and any other items, to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g)documents which constitute part of the Mortgage Files, which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee, the Master Servicer or the Special Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest thereintherein or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), the Trustee, the Rating Agencies, the Underwriters and anyone any applicable regulator or potential purchaser specified thereby and the Depositor Depositor, originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(dSections 3.03(e) or 4.03(c), including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative, in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate OwnersOwners and the Controlling Class Representative, a confirmation (which in the case of the Controlling Class Representative may be a standing confirmation) executed by the requesting Person substantially in the form of Exhibit X-1 K-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, ; provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 K-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative, by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, ; provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Trustee's, the Master Servicer's or Special Servicer's Internet Website without restriction as to access as permitted pursuant to the terms of this Agreement, as applicable, or has previously been filed with the Commission, and the Trustee Trustee, the Master Servicer or the Special Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Trustee's, the Master Servicer's or Special Servicer's Internet Website without restriction as to access in compliance with the terms of this Agreement, as applicable, or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders or the Companion Holders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner or holder of a Companion Loan, as applicable, of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees or holder of a Companion Loan, as applicable, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners or holder of a Companion Loan, if applicable, requiring on site review in excess of three (3) Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may, but is not required to, make available on or prior to the Distribution Date in each month to the general public (i) the Distribution Date Statement via their respective Internet Websites, (ii) as a convenience for the general public, the Prospectus Supplement, the Prospectus and this Agreement on their respective Internet Websites and (iii) any other items at the request of the Depositor via their respective Internet Websites. In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File and the CMSA Collateral Summary File to the general public on its Internet Website (on a password protected basis). The Trustee shall, upon written request, make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File to any Privileged Person and to any other Person upon the direction of the Depositor. The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File. Any Restricted Servicer Report or Unrestricted Servicer Report that is not available on the Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer's Internet Website. In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

Access to Certain Information. (a) Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in clause (b) and (i) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Association, at its Corporate Trust Office, except with respect to item (g)documents which constitute part of the Mortgage Files, which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee or the Master Servicer as applicable in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case 106 may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, the Trustee or the Master Servicer, as applicable, shall require: (a) in the case of Certificate Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 hereto (or such other form as may be reasonably acceptable to the TrusteeTrustee or the Master Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential). Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's Internet Website or has previously been filed with the Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract 107 or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party (i) the Distribution Date Statement via their respective Internet Websites and, with respect to the Trustee only, fax-on-demand service and (ii) as a convenience for interested parties this Agreement on their respective Internet Websites. In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan File Report, the CMSA loan setup file, the CMSA Bond File Report and the CMSA Collateral File Report to any interested party on its Internet Website. The Trustee shall make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File Report to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Trustee shall make available each month, on the fourth Business Day of each calendar month, the Interim Delinquent Loan Status Report to any interested party on its Internet Website.

Access to Certain Information. (a) Upon ten days 10 days' prior written notice, the Master Servicer (with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below, to the extent such items are in its possession), the Special Servicer (with respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the extent those items are in its possession) and the Trustee (with respect to the items in clause clauses (a), (b), (c), (d), (g) and (i) below and below, to the extent any other those items are in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein, the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officers' Officer's Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants' reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared by the Special Servicer pursuant to Section 3.21(d3.21(c), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officers' Officer's Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d) including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer or the Special ServicerTrustee, as the case may be, upon request and payment of reasonable copying costs but shall be provided to any of the Rating Agencies and the Controlling Class Representative (and with respect to a Loan Combination, the related Non-Trust Noteholder(s)) at no cost pursuant to any of their reasonable requests. Upon requestThe Master Servicer, Special Servicer and Trustee may each satisfy its obligations under this Section 3.15(a) by making such items available for review on its Internet Website with the Trustee shall deliver to each Holder use of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and informationa password. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and in -144- the case of a Loan Combination, the related Non-Trust Noteholder(s)), in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require: (a) in the case of Certificate Owners, Certificateholders and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 I-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer, the Special Servicer and the Trustee) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that any such Certificate Owner Owner, any such Certificateholder and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit X-2 I-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable, and which may provide indemnification for the Master Servicer or Trustee, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Certificate Owners and Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee or the Master Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available on an unrestricted basis and without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission, and the Trustee or the Master Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available without a password via the Trustee's or the Master Servicer's, as applicable, Internet Website or has previously been filed with the Securities and Exchange Commission. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners requiring on site review in excess of three Business Days, reasonable fees for employee time and for space. (b) The Trustee shall, and the Master Servicer may but is not required to, make available each month to any interested party on their respective Internet Websites (i) the Distribution Date Statement and (ii) this Agreement, the Prospectus and the Prospectus Supplement. In addition, on each Distribution Date, the Trustee shall make available to any interested party via the Trustee's Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA Collateral Summary File, in each case for such Distribution Date, and any other information at the request of the Depositor. The Trustee shall make available on each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA Property File to any Privileged Person via the Trustee's Internet Website with the use of a password (or other comparable restricted access mechanism) provided by the Trustee. The Master Servicer may, but is not required to, make available each month via its Internet Website to any Privileged Person, with the use of a password provided by the Master Servicer, the reports and files comprising the CMSA Investor Reporting Package. (c) In connection with providing access to the Trustee's Internet Website or the Master Servicer's Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer and may otherwise adopt reasonable rules and procedures that may include, to the extent the Master Servicer or Trustee, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable)) governing the availability, use and disclosure of such information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom. The Master Servicer and Trustee may, in accordance with such reasonable rules and procedures as each may adopt (including conditioning access on the execution and delivery of an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the Trustee or the Master Servicer, as applicable)) governing the availability, use and disclosure of information and providing indemnification to the Master Servicer or Trustee, as applicable, for any liability or damage that may arise therefrom), also make available, through its Internet Website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by any Persons to whom the Master Servicer or Trustee, as applicable, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan (in the case of Trustee, if it has actual knowledge of such prohibition by the related Mortgage Loan). Notwithstanding anything in this Agreement to the contrary, the Master Servicer and the Trustee may withhold (other than with respect to items required to be delivered under this Agreement to the Controlling Class Representative (and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)) any information not yet included in a Form 8-K Current Report filed with the Securities and Exchange Commission or otherwise made publicly available with respect to which the Trustee or the Master Servicer has determined that such withholding is appropriate. Any transmittal of information by the Master Servicers or the Trustee to any Person other than the Rating Agencies or the Depositor may be accompanied by a letter containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust that issued Xxxxxxx Xxxxx Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1, from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein". (d) If three or more Holders or the Controlling Class Representative (hereinafter referred to as "Applicants" with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to the Trustee, and such application states that the Applicants' desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, send, at the Applicants' expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

Access to Certain Information. (a) Upon ten days (10) days' prior written notice, the applicable Master Servicer (with respect to the items in clauses (ai), (bii) (other than Distribution Date Statements, the Prospectus and the Prospectus Supplement), (ciii) (in the case of Annual Statements of Compliance delivered by the subject Master Servicer or any Additional Item 1123 Servicers retained or engaged thereby), (dv), (evi), (fviii), (hix) (in the case of Officer's Certificates delivered by the applicable Master Servicer), (x) and (ixi) below), the Special Servicer (with respect to the items in clauses (diii) (in the case of Annual Statements of Compliance delivered by the Special Servicer or any Additional Item 1123 Servicers retained or engaged thereby), (evii), (fviii) (with respect to Specially Serviced Trust Mortgage Loans), (g), ix) (hin the case of Officer's Certificates delivered by the Special Servicer) and (ix) below) and ), the Trustee (with respect to the items item in clause (ix) below and the Certificate Administrator (with respect to the items in clauses (i), (ii), (iii) and (iv) below and to the extent any other items are in its possession) shall make available at their respective offices primarily responsible for administration of the Serviced Trust Mortgage Loans or the Certificates (or or, in the case of Norwest Bank Minnesota, National Associationthe Trustee, at its Corporate Trust Office, except with respect to item (g), which will be maintained at its offices in New York or Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable, in accordance with clause (i) or (ii) of the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any person Person identified by a Certificate Owner or Certificateholder or its designated agent to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such Person), the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor originals or copies of the following items: (ai) this Agreement and any amendments thereto, (bii) the Prospectus and Prospectus Supplement, all Distribution Date Statements delivered or otherwise made available to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered or otherwise made available by the subject Master Servicer since the Closing Date pursuant to Section 3.12(c), (ciii) all Officers' Certificates Annual Statements of Compliance delivered by and/or to the Master Servicer or the Special Servicer Certificate Administrator since the Closing Date pursuant to or as contemplated by Section 3.13, (div) all accountants' reports Annual Assessment Reports and Annual Attestation Reports delivered with respect to and/or to the Master Servicer in respect of itself or the Special Servicer Certificate Administrator since the Closing Date pursuant to or as described in contemplated by Section 3.14, (ev) the most recent property inspection report prepared by or on behalf of or received by the subject Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (fvi) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of or received by the subject Master Servicer, (gvii) any and all modifications, waivers and amendments of the terms of a Serviced Trust Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (hviii) the Servicing File relating to each Serviced Trust Mortgage Loan and Loan, (iix) any and all Officers' Certificates and other evidence delivered by the subject Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was orwas, or if made, would be be, a Nonrecoverable Advance pursuant to Section 3.20(d3.03(e) or 4.03(c), including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a), (x) all CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets maintained by the applicable Master Servicer or Special Servicer; and (xi) any and all reports, statements and other written or electronic information relating to an Outside Serviced Trust Mortgage Loan, the related Mortgaged Property and/or the borrower under such Outside Serviced Trust Mortgage Loan, to the extent such items were received by Master Servicer No. 1 from an Outside Servicer or the related Outside Trustee. Copies of any and all of the foregoing items will be available from the applicable Master Servicer or Servicer, the Special Servicer, the Certificate Administrator, or the Trustee, as the case may be, upon request request, and shall be provided to any of the Rating Agencies at no cost pursuant to any of their reasonable requests. Upon request, the Trustee shall deliver to each Holder of the Class F, Class G and Class H Certificates copies of each of the reports and information specified in clauses (a) through (i) (to the extent such information has been delivered to the Trustee) provided that such requesting Holder shall pay all reasonable costs of duplicating and delivering such reports and information. In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Trustee Controlling Class Representative (and, with respect to the One World Financial Center Trust Mortgage Loan, the Class WFC Representative), in connection with providing access to or copies of any items in accordance with this Agreement, the Certificate Administrator, the Trustee, a Master Servicer or the Special Servicer, as applicable, shall require: (ai) in the case of Certificate OwnersOwners and the Controlling Class Representative (and, with respect to the One World Financial Center Trust Mortgage Loan, the Class WFC Representative), a confirmation executed by the requesting Person substantially in the form of Exhibit X-1 L-1 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative (and, with respect to the One World Financial Center Trust Mortgage Loan, the Class WFC Representative) may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such other Person), provided that such other Person (or a licensed or registered investment adviser representing such other Person) confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (bii) in the case of a prospective purchaser transferee of a Certificate or an interest thereintherein (or a licensed or registered investment adviser representing such Person), confirmation executed by the requesting Person substantially in the form of Exhibit X-2 L-2 hereto (or such other form as may be reasonably acceptable to the Certificate Administrator, the Trustee, the subject Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a prospective purchaser transferee of a Certificate or an interest thereintherein (or a licensed or registered investment adviser representing such Person), is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative (and, with respect to the One World Financial Center Trust Mortgage Loan, the Class WFC Representative), by its acceptance of its appointment, will be deemed to have agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest thereintherein (or a licensed or registered investment adviser representing such other Person), provided that such other Person (or a licensed or registered investment adviser representing such other Person) confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)) and agrees not to use such information in any manner that would violate federal, state or local securities laws. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner (or any licensed or registered investment adviser representing such Person) shall be obligated to keep confidential any information received from the Trustee Certificate Administrator, the Trustee, a Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Certificate Administrator's, the Trustee's, a Master Servicer's or the Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission, and the Trustee Certificate Administrator, the Trustee, such Master Servicer or the Special Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Certificate Administrator's, the Trustee's, such Master Servicer's or the Special Servicer's Internet Website without restriction as to access, as applicable, or has previously been filed with the Commission. Each of the Master Servicer Servicers and the Special Servicer shall afford to the Trustee, the Certificate Administrator, the Rating Agencies and the Depositor, and to the OTS, the FDIC FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or Certificate Owner or, to the extent that the subject information relates to a Serviced Loan Combination, a related Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Trust Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of thethe Certificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the applicable Master Servicer or the Special Servicer, as the case may be, designated by it. The Trustee, the Certificate Administrator. the Master Servicers, the Special Servicer and the Underwriters may require payment from a Certificateholder, Certificate Owner, prospective transferee (or a licensed or registered investment adviser representing such Person) or, in the case of a Serviced Loan Combination, a related Serviced Non-Trust Mortgage Loan Noteholder, of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, such Certificateholder, Certificate Owner, prospective transferee (or a licensed or registered investment adviser representing such Person) or, in the case of a Serviced Loan Combination, a related Serviced Non-Trust Mortgage Loan Noteholder, as applicable, including, without limitation, copy charges and, in the case of any such Person requiring on site review in excess of three (3) Business Days, reasonable fees for employee time and for space. (b) A Master Servicer may, but is not required to, make available on or prior to the Distribution Date in each month to any Privileged Person (or, following receipt of written direction of the Depositor, any interested party) (i) the Distribution Date Statement via its Internet Website, (ii) as a convenience for Privileged Persons (or, following receipt of written direction of the Depositor, any interested parties) (and not in furtherance of the distribution thereof under the securities laws), this Agreement, the Prospectus and the Prospectus Supplement on its Internet Website and (iii) any other items at the request of the Depositor on its Internet Website. The Master Servicers and the Special Servicer may each, but neither is required to, make available each month via its Internet Website (i) to any Privileged Person (or, following receipt of written direction of the Depositor, any interested party), the Unrestricted Servicer Reports, the CMSA Appraisal Reduction Template, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the subject Master Servicer or the Special Servicer, as the case may be, the Restricted Servicer Reports, the CMSA Special Servicer Loan File, the CMSA Financial File and the CMSA Property File. Any Servicer Report that is not available on the applicable Master Servicer's Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the applicable Master Servicer, upon request, to any Person otherwise entitled to access such report on the applicable Master Servicer's Internet Website. In connection with providing access to a Master Servicer's or the Special Servicer's Internet Website, such Master Servicer or the Special Servicer may require registration and the acceptance of a disclaimer.