Common use of Certain Powers of the Directing Holder Clause in Contracts

Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Special Servicer with respect to the following actions of the Special Servicer, subject to the consultation rights of certain holders of the Pari Passu Companion Loans, as further set forth in Section 6.11(e) and (f) below. The Special Servicer will not be permitted to take any of the following actions unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE", and (b) if the Directing Holder fails to either approve or reject said approval action within such five Business Day period after receipt of the first notice, and having been provided with all reasonably requested information with respect thereto, and the Special Servicer delivers the approval action request to the Directing Holder accompanied by a second notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER", then, if the Directing Holder fails to approve or reject such approval action within such second five Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Directing Holder's approval will be deemed to have been given): (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Loans as come into and continue in default; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a Loan; (iii) any proposed sale of an Administered REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff of a Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Loan or any release of a Mortgagor (other than in accordance with the terms of, or upon satisfaction of, such Loan); (vii) any acceptance of substitute or additional collateral for a Loan (other than in accordance with the terms of such Loan); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any Loan; (ix) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Loan; (x) with respect to the Independent Square Loan Pair, the approval of any replacement Special Servicer for the Mortgage Loan (other than in connection with the Trustee becoming the successor thereto pursuant to the terms of the Pooling and Servicing Agreement); (xi) with respect to the Independent Square Loan Pair, for so long the unpaid principal balance of the Loan Pair is greater than $5,000,000, any acceptance of a change in the property management company; (xii) with respect to the Independent Square Loan Pair, any determination by the Master Servicer (A) that a Servicing Transfer Event has occurred with respect to the Mortgage Loan solely by reason of the failure of the Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism in accordance with the loan documents or (B) to force place any insurance against damages or losses arising from acts of terrorism that is failed to be maintained by the Mortgagor with respect to the Mortgaged Property; provided that, notwithstanding this clause (xii), a Servicing Transfer Event shall occur with respect to a non Specially Serviced Mortgage Loan on the 60th day (or sooner with the consent of the Directing Holder) following the forced placement of any insurance referred to under clause (B) above with respect to the Mortgaged Property based upon either (1) the continued failure of the Mortgagor to maintain or cause to be maintained such insurance coverage or (2) the failure of the Master Servicer to have been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance (unless both the circumstances giving rise to such forced placement of such insurance have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance); and (xiii) with respect to the Independent Square Loan Pair, any extension of the maturity date of the Mortgage Loan pursuant to Section 3.21(c); provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) (or, in the case of a Loan Pair, to protect the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting for the applicable Directing Holder's response. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Pair is involved, for review by the related Companion Loan Noteholders. Each of the Master Servicer and the Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Pair. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to seek approval from the Directing Holder for any actions to be taken by the Special Servicer with respect to any particular Specially Serviced Loan if: (i) the Special Servicer has, as provided in Section 6.11(a), notified the applicable Directing Holder in writing of various actions that the Special Servicer proposes to take with respect to the workout or liquidation of that Loan; and (ii) for 60 days following the first such notice, such Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer considers to be consistent with the Servicing Standard. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Directing Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Directing Holder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Controlling Class Directing Holder shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class; and (vi) the Controlling Class Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Pair Directing Holder or the Trustee with respect to the related Loan Pair. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. (e) In addition to the provisions of Section 6.11(a), with respect to each of the Loan Pairs (other that the Windsor Capital Portfolio Loan Pair, which is being serviced under the 2003-C1 PSA) the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(ix), without consulting, on a non-binding basis, the holders of the related Pari Passu Companion Loans as set forth below: 1. with respect to the U.S. Bank Tower Loan Pair, in the event that the holder of the U.S. Bank Tower Junior Companion Loan is no longer the Directing Holder, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holders of the U.S. Bank Tower Pari Passu Companion Loans, 2. with respect to the 1801 K Street Loan Pair, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holder of the 1801 K Street Pari Passu Companion Loan, and 3. with respect to the Wells Fargo Tower Loan Pair, in addition to obtxxxxxg the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult on a non-binding basis with the representative of the holders of more than 50% of the Controlling Class (in respect of the Wells Fargo Tower Trust Loan) and the holder of xxx other Wells Fargo Tower Pari Passu Companion Loans. (f) In connection with the foregoing consultation rights: (i) the Special Servicer shall deliver notice to the holder of such consultation rights of the proposed action at the same time as notice is delivered to the Directing Holder in accordance with Section 6.11(a); (ii) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period from the date of receipt of the Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt; and (iii) if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take. (g) The Windsor Capital Portfolio Loan Pair is serviced under the 2003-C1 PSA. The 2003-C1 PSA provides that if a Control Appraisal Event (as defined therein) occurs, the "Directing Holder" under the 2003-C1 PSA will be the Trustee, as the holder of the Windsor Capital Portfolio Trust Loan for the benefit of the Certificateholders. In the event that such Control Appraisal Event occurs and the 2003-C1 Special Servicer seeks the consent of the Trustee for any action with respect to the Windsor Capital Portfolio Loan Pair, the Trustee shall direct the 2003-C1 Special Servicer to consult with Controlling Class Directing Holder, as its agent, and the Controlling Class Directing Holder shall be entitled to exercise all of the rights granted to the "Directing Holder" under the 2003-C1 PSA with respect to the Windsor Capital Portfolio Loan Pair.

Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Special Servicer with respect to the following actions of the Special ServicerServicer in connection with any Serviced Loan, subject to the consultation rights of certain holders of the Pari Passu certain Companion Loans, as further set forth in Section 6.11(e) and (f) below. The Special Servicer will not be permitted to take any of the following actions unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE", ," and (b) if the Directing Holder fails to either approve or reject said approval action within such five Business Day period after receipt of the first notice, and having been provided with all reasonably requested information with respect thereto, and the Special Servicer Servicer, delivers the approval action request to the Directing Holder accompanied by a second notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER", ," then, if the Directing Holder fails to approve or reject such approval action within such second five Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Directing Holder's approval will be deemed to have been given):: (i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of acquisition as an REO Property) of the ownership of properties securing such of the Specially Serviced Loans as come into and continue in defaultdefault or other enforcement action under the Loan documents; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a LoanLoan (including any material term relating to insurance or any prohibition on additional debt); (iii) any proposed or actual sale of an Administered REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff of a Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Loan or any release of a Mortgagor or any guarantor under a Mortgage Loan (other than in accordance with the terms ofof such Loan (with no material discretion by the mortgagee), or upon satisfaction of, such Loan); (vii) any acceptance of substitute or additional collateral for a Loan (other than in accordance with the terms of such LoanLoan (with no material discretion by the mortgagee)); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any LoanLoan or consent to a transfer of the Mortgaged Property or interest in the Mortgagor (to the extent the mortgagee has the right to consent to such transfer); (ix) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Loan; (x) with respect to the Independent Square Loan Pair, the approval of any replacement Special Servicer for the Mortgage Loan (other than in connection with the Trustee becoming the successor thereto pursuant to the terms of the Pooling and Servicing Agreement); (xi) with respect to the Independent Square Loan Pair, for so long the unpaid principal balance of the Loan Pair is greater than $5,000,000, any acceptance of a change in the property management companycompany (provided that the unpaid principal balance of the related Mortgage Loan is greater than $5,000,000) or, if applicable, the hotel franchise for any Mortgaged Property; (xiixi) with respect to the Independent Square Loan Pair, any determination by the Master Servicer (A) that a Servicing Transfer Event has occurred with respect to the Mortgage Loan solely by reason of the failure of the Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism in accordance with the loan documents or (B) to force place any insurance against damages or losses arising from acts of terrorism that is failed to be maintained by the Mortgagor with respect to the Mortgaged Property; provided that, notwithstanding this clause (xii), a Servicing Transfer Event shall occur with respect to a non Specially Serviced Mortgage Loan on the 60th day (or sooner with the consent of the Directing Holder) following the forced placement of any insurance referred to under clause (B) above with respect to the Mortgaged Property based upon either (1) the continued failure of the Mortgagor to maintain or cause to be maintained such insurance coverage or (2) the failure of the Master Servicer to have been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance (unless both the circumstances giving rise to such forced placement of such insurance have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance); and (xiii) with respect to the Independent Square Loan Pair, any extension of the maturity date of a Mortgage Loan, which results in the remaining term of any related ground lease (together with extensions at the sole option of the lender) being less than 10 years beyond the amortization term of such Mortgage Loan; (xii) any determination by the Special Servicer pursuant to clause (b), (c) or (d) of the definition of "Specially Serviced Loan" that a Loan has become a Specially Serviced Loan; (xiii) any extension by the Special Servicer of the maturity date of a Performing Serviced Loan pursuant to Section 3.21(c3.21(d); provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) (or, in the case of a Loan Pair, to protect the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting for the applicable Directing Holder's response. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Pair is involved, for review by the related Companion Loan Noteholders. Each of the Master Servicer and the Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Pair. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to seek approval from the Directing Holder for any actions to be taken by the Special Servicer with respect to any particular Specially Serviced Loan if: (i) the Special Servicer has, as provided in Section 6.11(a), notified the applicable Directing Holder in writing of various actions that the Special Servicer proposes to take with respect to the workout or liquidation of that Loan; and (iixiv) for 60 days following the first such notice, such Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer considers to be consistent with the Servicing Standard. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for taking any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Directing Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Directing Holder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Controlling Class Directing Holder shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class; and (vi) the Controlling Class Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Pair Directing Holder or the Trustee enforce rights with respect to a mezzanine lender under the related Loan Pair. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. (e) In addition to the provisions of Section 6.11(a), with respect to each of the Loan Pairs (other that the Windsor Capital Portfolio Loan Pair, which is being serviced under the 2003Co-C1 PSA) the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(ix), without consulting, on a non-binding basis, the holders of the related Pari Passu Companion Loans as set forth below: 1. with respect to the U.S. Bank Tower Loan Pair, in the event that the holder of the U.S. Bank Tower Junior Companion Loan is no longer the Directing Holder, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holders of the U.S. Bank Tower Pari Passu Companion Loans, 2. with respect to the 1801 K Street Loan Pair, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holder of the 1801 K Street Pari Passu Companion Loan, and 3. with respect to the Wells Fargo Tower Loan Pair, in addition to obtxxxxxg the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult on a non-binding basis with the representative of the holders of more than 50% of the Controlling Class (in respect of the Wells Fargo Tower Trust Loan) and the holder of xxx other Wells Fargo Tower Pari Passu Companion Loans. (f) In connection with the foregoing consultation rights: (i) the Special Servicer shall deliver notice to the holder of such consultation rights of the proposed action at the same time as notice is delivered to the Directing Holder in accordance with Section 6.11(a)Lender Agreement; (ii) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period from the date of receipt of the Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt; and (iii) if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take. (g) The Windsor Capital Portfolio Loan Pair is serviced under the 2003-C1 PSA. The 2003-C1 PSA provides that if a Control Appraisal Event (as defined therein) occurs, the "Directing Holder" under the 2003-C1 PSA will be the Trustee, as the holder of the Windsor Capital Portfolio Trust Loan for the benefit of the Certificateholders. In the event that such Control Appraisal Event occurs and the 2003-C1 Special Servicer seeks the consent of the Trustee for any action with respect to the Windsor Capital Portfolio Loan Pair, the Trustee shall direct the 2003-C1 Special Servicer to consult with Controlling Class Directing Holder, as its agent, and the Controlling Class Directing Holder shall be entitled to exercise all of the rights granted to the "Directing Holder" under the 2003-C1 PSA with respect to the Windsor Capital Portfolio Loan Pair.

Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Special Servicer with respect to the following actions of the Special ServicerServicer in connection with any Serviced Loan, and in the case of a Serviced Loan Combination, any other actions enumerated in the related Co-Lender Agreement as being subject to the consultation rights of certain holders approval of the Pari Passu Companion Loans, as further set forth in Section 6.11(e) and (f) belowDirecting Holder. The Special Servicer will not be permitted to take any of the following actions unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE", ," and (b) if the Directing Holder fails to either approve or reject said approval action within such five Business Day period after receipt of the first notice, and having been provided with all reasonably requested information with respect thereto, and the Special Servicer Servicer, delivers the approval action request to the Directing Holder accompanied by a second notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER", ," then, if the Directing Holder fails to approve or reject such approval action within such second five Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Directing Holder's approval will be deemed to have been given):: (i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of acquisition as an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in defaultdefault or other enforcement action under the Mortgage Loan documents; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a LoanMortgage Loan (including any material term relating to insurance or any prohibition on additional debt); (iii) any proposed or actual sale of an Administered REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff of a Mortgage Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Mortgage Loan or any release of a Mortgagor or any guarantor under a Mortgage Loan (other than in accordance with the terms ofof such Loan (with no material discretion by the mortgagee), or upon satisfaction of, such Mortgage Loan); (vii) any acceptance of substitute or additional collateral for a Mortgage Loan (other than in accordance with the terms of such LoanMortgage Loan (with no material discretion by the mortgagee)); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any LoanMortgage Loan or consent to a transfer of the Mortgaged Property or interest in the Mortgagor (to the extent the mortgagee has the right to consent to such transfer); (ix) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Mortgage Loan; (x) with respect to the Independent Square Loan Pair, the approval of any replacement Special Servicer for the Mortgage Loan (other than in connection with the Trustee becoming the successor thereto pursuant to the terms of the Pooling and Servicing Agreement); (xi) with respect to the Independent Square Loan Pair, for so long the unpaid principal balance of the Loan Pair is greater than $5,000,000, any acceptance of a change in the property management companycompany (provided that the unpaid principal balance of the related Mortgage Loan is greater than $5,000,000) or, if applicable, the hotel franchise for any Mortgaged Property; (xiixi) with respect to the Independent Square Loan Pair, any determination by the Master Servicer (A) that a Servicing Transfer Event has occurred with respect to the Mortgage Loan solely by reason of the failure of the Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism in accordance with the loan documents or (B) to force place any insurance against damages or losses arising from acts of terrorism that is failed to be maintained by the Mortgagor with respect to the Mortgaged Property; provided that, notwithstanding this clause (xii), a Servicing Transfer Event shall occur with respect to a non Specially Serviced Mortgage Loan on the 60th day (or sooner with the consent of the Directing Holder) following the forced placement of any insurance referred to under clause (B) above with respect to the Mortgaged Property based upon either (1) the continued failure of the Mortgagor to maintain or cause to be maintained such insurance coverage or (2) the failure of the Master Servicer to have been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance (unless both the circumstances giving rise to such forced placement of such insurance have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance); and (xiii) with respect to the Independent Square Loan Pair, any extension of the maturity date of a Mortgage Loan, which results in the remaining term of any related ground lease (together with extensions at the sole option of the lender) being less than ten (10) years beyond the amortization term of such Mortgage Loan; (xii) any determination by the Special Servicer pursuant to clause (b), (c) or (d) of the definition of "Specially Serviced Mortgage Loan" that a Mortgage Loan has become a Specially Serviced Mortgage Loan; (xiii) any extension by the Special Servicer of the maturity date of a Performing Serviced Loan pursuant to Section 3.21(c3.21(d); provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) (or, in the case of a Loan Pair, to protect the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting for the applicable Directing Holder's response. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Pair is involved, for review by the related Companion Loan Noteholders. Each of the Master Servicer and the Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Pair. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to seek approval from the Directing Holder for any actions to be taken by the Special Servicer with respect to any particular Specially Serviced Loan if: (i) the Special Servicer has, as provided in Section 6.11(a), notified the applicable Directing Holder in writing of various actions that the Special Servicer proposes to take with respect to the workout or liquidation of that Loan; and (iixiv) for 60 days following the first such notice, such Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer considers to be consistent with the Servicing Standard. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for taking any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Directing Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Directing Holder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Controlling Class Directing Holder shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class; and (vi) the Controlling Class Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Pair Directing Holder or the Trustee enforce rights with respect to a mezzanine lender under the related Loan Pair. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. (e) In addition to the provisions of Section 6.11(a), with respect to each of the Loan Pairs (other that the Windsor Capital Portfolio Loan Pair, which is being serviced under the 2003intercreditor or co-C1 PSA) the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(ix), without consulting, on a non-binding basis, the holders of the related Pari Passu Companion Loans as set forth below: 1. with respect to the U.S. Bank Tower Loan Pair, in the event that the holder of the U.S. Bank Tower Junior Companion Loan is no longer the Directing Holder, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holders of the U.S. Bank Tower Pari Passu Companion Loans, 2. with respect to the 1801 K Street Loan Pair, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holder of the 1801 K Street Pari Passu Companion Loan, and 3. with respect to the Wells Fargo Tower Loan Pair, in addition to obtxxxxxg the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult on a non-binding basis with the representative of the holders of more than 50% of the Controlling Class (in respect of the Wells Fargo Tower Trust Loan) and the holder of xxx other Wells Fargo Tower Pari Passu Companion Loans. (f) In connection with the foregoing consultation rights: (i) the Special Servicer shall deliver notice to the holder of such consultation rights of the proposed action at the same time as notice is delivered to the Directing Holder in accordance with Section 6.11(a)lender Agreement; (ii) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period from the date of receipt of the Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt; and (iii) if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take. (g) The Windsor Capital Portfolio Loan Pair is serviced under the 2003-C1 PSA. The 2003-C1 PSA provides that if a Control Appraisal Event (as defined therein) occurs, the "Directing Holder" under the 2003-C1 PSA will be the Trustee, as the holder of the Windsor Capital Portfolio Trust Loan for the benefit of the Certificateholders. In the event that such Control Appraisal Event occurs and the 2003-C1 Special Servicer seeks the consent of the Trustee for any action with respect to the Windsor Capital Portfolio Loan Pair, the Trustee shall direct the 2003-C1 Special Servicer to consult with Controlling Class Directing Holder, as its agent, and the Controlling Class Directing Holder shall be entitled to exercise all of the rights granted to the "Directing Holder" under the 2003-C1 PSA with respect to the Windsor Capital Portfolio Loan Pair.

Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Special Servicer with respect to the following actions of the Special ServicerServicer in connection with any Serviced Loan, subject to the consultation rights of certain holders of the Pari Passu certain Companion Loans, as further set forth in Section 6.11(e) and (f) below. The Special Servicer will not be permitted to take any of the following actions unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE", ," and (b) if the Directing Holder fails to either approve or reject said approval action within such five Business Day period after receipt of the first notice, and having been provided with all reasonably requested information with respect thereto, and the Special Servicer Servicer, delivers the approval action request to the Directing Holder accompanied by a second notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER", ," then, if the Directing Holder fails to approve or reject such approval action within such second five Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Directing Holder's approval will be deemed to have been given): (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Loans as come into and continue in default; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a Loan; (iii) any proposed sale of an Administered REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff of a Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Loan or any release of a Mortgagor (other than in accordance with the terms of, or upon satisfaction of, such Loan); (vii) any acceptance of substitute or additional collateral for a Loan (other than in accordance with the terms of such Loan); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any Loan; (ix) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Loan; (x) with respect to the Independent Square Loan Pair, the approval of any replacement Special Servicer for the Mortgage Loan (other than in connection with the Trustee becoming the successor thereto pursuant to the terms of the Pooling and Servicing Agreement); (xi) with respect to the Independent Square Loan Pair, for so long the unpaid principal balance of the Loan Pair is greater than $5,000,000, any acceptance of a change in the property management company; (xii) with respect to the Independent Square Loan Pair, any determination by the Master Servicer (A) that a Servicing Transfer Event has occurred with respect to the Mortgage Loan solely by reason of the failure of the Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism in accordance with the loan documents or (B) to force place any insurance against damages or losses arising from acts of terrorism that is failed to be maintained by the Mortgagor with respect to the Mortgaged Property; provided that, notwithstanding this clause (xii), a Servicing Transfer Event shall occur with respect to a non Specially Serviced Mortgage Loan on the 60th day (or sooner with the consent of the Directing Holder) following the forced placement of any insurance referred to under clause (B) above with respect to the Mortgaged Property based upon either (1) the continued failure of the Mortgagor to maintain or cause to be maintained such insurance coverage or (2) the failure of the Master Servicer to have been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance (unless both the circumstances giving rise to such forced placement of such insurance have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance); and (xiii) with respect to the Independent Square Loan Pair, any extension of the maturity date of the Mortgage Loan pursuant to Section 3.21(c); provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) (or, in the case of a Loan Pair, to protect the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting for the applicable Directing Holder's response. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Pair is involved, for review by the related Companion Loan Noteholders. Each of the Master Servicer and the Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Pair. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to seek approval from the Directing Holder for any actions to be taken by the Special Servicer with respect to any particular Specially Serviced Loan if: (i) the Special Servicer has, as provided in Section 6.11(a), notified the applicable Directing Holder in writing of various actions that the Special Servicer proposes to take with respect to the workout or liquidation of that Loan; and (ii) for 60 days following the first such notice, such Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer considers to be consistent with the Servicing Standard. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Directing Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Directing Holder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Controlling Class Directing Holder shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class; and (vi) the Controlling Class Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Pair Directing Holder or the Trustee with respect to the related Loan Pair. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. (e) In addition to the provisions of Section 6.11(a), with respect to each of the Loan Pairs (other that the Windsor Capital Portfolio Loan Pair, which is being serviced under the 2003-C1 PSA) the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(ix), without consulting, on a non-binding basis, the holders of the related Pari Passu Companion Loans as set forth below: 1. with respect to the U.S. Bank Tower Loan Pair, in the event that the holder of the U.S. Bank Tower Junior Companion Loan is no longer the Directing Holder, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holders of the U.S. Bank Tower Pari Passu Companion Loans, 2. with respect to the 1801 K Street Loan Pair, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holder of the 1801 K Street Pari Passu Companion Loan, and 3. with respect to the Wells Fargo Tower Loan Pair, in addition to obtxxxxxg the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult on a non-binding basis with the representative of the holders of more than 50% of the Controlling Class (in respect of the Wells Fargo Tower Trust Loan) and the holder of xxx other Wells Fargo Tower Pari Passu Companion Loans. (f) In connection with the foregoing consultation rights: (i) the Special Servicer shall deliver notice to the holder of such consultation rights of the proposed action at the same time as notice is delivered to the Directing Holder in accordance with Section 6.11(a); (ii) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period from the date of receipt of the Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt; and (iii) if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take. (g) The Windsor Capital Portfolio Loan Pair is serviced under the 2003-C1 PSA. The 2003-C1 PSA provides that if a Control Appraisal Event (as defined therein) occurs, the "Directing Holder" under the 2003-C1 PSA will be the Trustee, as the holder of the Windsor Capital Portfolio Trust Loan for the benefit of the Certificateholders. In the event that such Control Appraisal Event occurs and the 2003-C1 Special Servicer seeks the consent of the Trustee for any action with respect to the Windsor Capital Portfolio Loan Pair, the Trustee shall direct the 2003-C1 Special Servicer to consult with Controlling Class Directing Holder, as its agent, and the Controlling Class Directing Holder shall be entitled to exercise all of the rights granted to the "Directing Holder" under the 2003-C1 PSA with respect to the Windsor Capital Portfolio Loan Pair.

Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Special Servicer with respect to the following actions of the Special ServicerServicer in connection with any Serviced Loan, subject to the consultation rights of certain holders of the Pari Passu certain Companion Loans, as further set forth in Section 6.11(e) and (f) below. The Special Servicer will not be permitted to take any of the following actions unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE", ," and (b) if the Directing Holder fails to either approve or reject said approval action within such five Business Day period after receipt of the first notice, and having been provided with all reasonably requested information with respect thereto, and the Special Servicer Servicer, delivers the approval action request to the Directing Holder accompanied by a second notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER", ," then, if the Directing Holder fails to approve or reject such approval action within such second five Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Directing Holder's approval will be deemed to have been given):: (i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of acquisition as an REO Property) of the ownership of properties securing such of the Specially Serviced Loans as come into and continue in defaultdefault or other enforcement action under the Loan documents; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a LoanMortgage Loan (including any material term relating to insurance or any prohibition on additional debt other than a determination to allow a Mortgagor to maintain insurance with a Qualified Insurer rated at least "A" from S&P and "A2" from Moody's despite a higher standard in the related Loan documenxx); (iii) any proposed or actual sale of an Administered REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff of a Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Loan or any release of a Mortgagor or any guarantor under a Mortgage Loan (other than in accordance with the terms ofof such Loan (with no material discretion by the mortgagee), or upon satisfaction of, such Loan) (for the avoidance of doubt it is understood that the release of any reserve for the Mortgage Loans listed on Schedule X shall require the consent of the Controlling Class Directing Holder); (vii) any acceptance of substitute or additional collateral for a Loan (other than in accordance with the terms of such LoanLoan (with no material discretion by the mortgagee)); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any LoanLoan or consent to a transfer of the Mortgaged Property or interest in the Mortgagor (to the extent the mortgagee has the right to consent to such transfer); (ix) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Loan; (x) with respect to the Independent Square Loan Pair, the approval of any replacement Special Servicer for the Mortgage Loan (other than in connection with the Trustee becoming the successor thereto pursuant to the terms of the Pooling and Servicing Agreement); (xi) with respect to the Independent Square Loan Pair, for so long the unpaid principal balance of the Loan Pair is greater than $5,000,000, any acceptance of a change in the property management companycompany (provided that the unpaid principal balance of the related Mortgage Loan is greater than $5,000,000) or, if applicable, the hotel franchise for any Mortgaged Property; (xiixi) with respect to the Independent Square Loan Pair, any determination by the Master Servicer (A) that a Servicing Transfer Event has occurred with respect to the Mortgage Loan solely by reason of the failure of the Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism in accordance with the loan documents or (B) to force place any insurance against damages or losses arising from acts of terrorism that is failed to be maintained by the Mortgagor with respect to the Mortgaged Property; provided that, notwithstanding this clause (xii), a Servicing Transfer Event shall occur with respect to a non Specially Serviced Mortgage Loan on the 60th day (or sooner with the consent of the Directing Holder) following the forced placement of any insurance referred to under clause (B) above with respect to the Mortgaged Property based upon either (1) the continued failure of the Mortgagor to maintain or cause to be maintained such insurance coverage or (2) the failure of the Master Servicer to have been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance (unless both the circumstances giving rise to such forced placement of such insurance have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance); and (xiii) with respect to the Independent Square Loan Pair, any extension of the maturity date of a Mortgage Loan, which results in the remaining term of any related ground lease (together with extensions at the sole option of the lender) being less than 10 years beyond the amortization term of such Mortgage Loan; (xii) any determination by the Special Servicer pursuant to clause (b), (c) or (d) of the definition of "Specially Serviced Loan" that a Loan has become a Specially Serviced Loan; (xiii) any extension by the Special Servicer of the maturity date of a Performing Serviced Loan pursuant to Section 3.21(c3.21(d); provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) (or, in the case of a Loan Pair, to protect the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting for the applicable Directing Holder's response. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Pair is involved, for review by the related Companion Loan Noteholders. Each of the Master Servicer and the Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Pair. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to seek approval from the Directing Holder for any actions to be taken by the Special Servicer with respect to any particular Specially Serviced Loan if: (i) the Special Servicer has, as provided in Section 6.11(a), notified the applicable Directing Holder in writing of various actions that the Special Servicer proposes to take with respect to the workout or liquidation of that Loan; and (iixiv) for 60 days following the first such notice, such Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer considers to be consistent with the Servicing Standard. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for taking any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Directing Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Directing Holder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Controlling Class Directing Holder shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class; and (vi) the Controlling Class Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Pair Directing Holder or the Trustee enforce rights with respect to a mezzanine lender under the related Loan Pair. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. (e) In addition to the provisions of Section 6.11(a), with respect to each of the Loan Pairs (other that the Windsor Capital Portfolio Loan Pair, which is being serviced under the 2003Co-C1 PSA) the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(ix), without consulting, on a non-binding basis, the holders of the related Pari Passu Companion Loans as set forth below: 1. with respect to the U.S. Bank Tower Loan Pair, in the event that the holder of the U.S. Bank Tower Junior Companion Loan is no longer the Directing Holder, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holders of the U.S. Bank Tower Pari Passu Companion Loans, 2. with respect to the 1801 K Street Loan Pair, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holder of the 1801 K Street Pari Passu Companion Loan, and 3. with respect to the Wells Fargo Tower Loan Pair, in addition to obtxxxxxg the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult on a non-binding basis with the representative of the holders of more than 50% of the Controlling Class (in respect of the Wells Fargo Tower Trust Loan) and the holder of xxx other Wells Fargo Tower Pari Passu Companion Loans. (f) In connection with the foregoing consultation rights: (i) the Special Servicer shall deliver notice to the holder of such consultation rights of the proposed action at the same time as notice is delivered to the Directing Holder in accordance with Section 6.11(a)Lender Agreement; (ii) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period from the date of receipt of the Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt; and (iii) if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take. (g) The Windsor Capital Portfolio Loan Pair is serviced under the 2003-C1 PSA. The 2003-C1 PSA provides that if a Control Appraisal Event (as defined therein) occurs, the "Directing Holder" under the 2003-C1 PSA will be the Trustee, as the holder of the Windsor Capital Portfolio Trust Loan for the benefit of the Certificateholders. In the event that such Control Appraisal Event occurs and the 2003-C1 Special Servicer seeks the consent of the Trustee for any action with respect to the Windsor Capital Portfolio Loan Pair, the Trustee shall direct the 2003-C1 Special Servicer to consult with Controlling Class Directing Holder, as its agent, and the Controlling Class Directing Holder shall be entitled to exercise all of the rights granted to the "Directing Holder" under the 2003-C1 PSA with respect to the Windsor Capital Portfolio Loan Pair.

Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Special Servicer with respect to the following actions of the Special ServicerServicer in connection with any Serviced Loan, and in the case of a Serviced Loan Combination, any other actions enumerated in the related Co-Lender Agreement as being subject to the consultation rights of certain holders approval of the Pari Passu Companion Loans, as further set forth in Section 6.11(e) and (f) belowDirecting Holder. The Special Servicer will not be permitted to take any of such actions, or consent to the following actions Master Servicer taking any such actions, unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE", ," and (b) if the Directing Holder fails to either approve or reject said approval action within such five Business Day period after receipt of the first notice, and having been provided with all reasonably requested information with respect thereto, and the Special Servicer Servicer, delivers the approval action request to the Directing Holder accompanied by a second notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER", ," then, if the Directing Holder fails to approve or reject such approval action within such second five Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Directing Holder's approval will be deemed to have been given):: (i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of acquisition as an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in defaultdefault or other enforcement action under the Mortgage Loan documents; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a LoanMortgage Loan (including any material term relating to insurance or any prohibition on additional debt); (iii) any proposed or actual sale of an Administered REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff of a Mortgage Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Mortgage Loan or any release of a Mortgagor or any guarantor under a Mortgage Loan (other than in accordance with the terms ofof such Loan (with no material discretion by the mortgagee), or upon satisfaction of, such Mortgage Loan); (vii) any acceptance of substitute or additional collateral for a Mortgage Loan (other than in accordance with the terms of such LoanMortgage Loan (with no material discretion by the mortgagee)); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any LoanMortgage Loan or consent to a transfer of the Mortgaged Property or interest in the Mortgagor (to the extent the mortgagee has the right to consent to such transfer); (ix) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Mortgage Loan; (x) with respect to the Independent Square Loan Pair, the approval of any replacement Special Servicer for the Mortgage Loan (other than in connection with the Trustee becoming the successor thereto pursuant to the terms of the Pooling and Servicing Agreement); (xi) with respect to the Independent Square Loan Pair, for so long the unpaid principal balance of the Loan Pair is greater than $5,000,000, any acceptance of a change in the property management companycompany (provided that the unpaid principal balance of the related Mortgage Loan is greater than $5,000,000) or, if applicable, the hotel franchise for any Mortgaged Property; (xiixi) with respect to the Independent Square Loan Pair, any determination by the Master Servicer (A) that a Servicing Transfer Event has occurred with respect to the Mortgage Loan solely by reason of the failure of the Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism in accordance with the loan documents or (B) to force place any insurance against damages or losses arising from acts of terrorism that is failed to be maintained by the Mortgagor with respect to the Mortgaged Property; provided that, notwithstanding this clause (xii), a Servicing Transfer Event shall occur with respect to a non Specially Serviced Mortgage Loan on the 60th day (or sooner with the consent of the Directing Holder) following the forced placement of any insurance referred to under clause (B) above with respect to the Mortgaged Property based upon either (1) the continued failure of the Mortgagor to maintain or cause to be maintained such insurance coverage or (2) the failure of the Master Servicer to have been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance (unless both the circumstances giving rise to such forced placement of such insurance have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance); and (xiii) with respect to the Independent Square Loan Pair, any extension of the maturity date of a Mortgage Loan, which results in the remaining term of any related ground lease (together with extensions at the sole option of the lender) being less than ten (10) years beyond the amortization term of such Mortgage Loan; (xii) any determination by the Special Servicer pursuant to clause (b), (c) or (d) of the definition of "Specially Serviced Mortgage Loan" that a Mortgage Loan has become a Specially Serviced Mortgage Loan; (xiii) any extension by the Special Servicer of the maturity date of a Performing Serviced Loan pursuant to Section 3.21(c3.21(d); provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) (or, in the case of a Loan Pair, to protect the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting for the applicable Directing Holder's response. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Pair is involved, for review by the related Companion Loan Noteholders. Each of the Master Servicer and the Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Pair. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to seek approval from the Directing Holder for any actions to be taken by the Special Servicer with respect to any particular Specially Serviced Loan if: (i) the Special Servicer has, as provided in Section 6.11(a), notified the applicable Directing Holder in writing of various actions that the Special Servicer proposes to take with respect to the workout or liquidation of that Loan; and (iixiv) for 60 days following the first such notice, such Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer considers to be consistent with the Servicing Standard. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for taking any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Directing Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Directing Holder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Controlling Class Directing Holder shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class; and (vi) the Controlling Class Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Pair Directing Holder or the Trustee enforce rights with respect to a mezzanine lender under the related Loan Pair. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. (e) In addition to the provisions of Section 6.11(a), with respect to each of the Loan Pairs (other that the Windsor Capital Portfolio Loan Pair, which is being serviced under the 2003intercreditor or co-C1 PSA) the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(ix), without consulting, on a non-binding basis, the holders of the related Pari Passu Companion Loans as set forth below: 1. with respect to the U.S. Bank Tower Loan Pair, in the event that the holder of the U.S. Bank Tower Junior Companion Loan is no longer the Directing Holder, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holders of the U.S. Bank Tower Pari Passu Companion Loans, 2. with respect to the 1801 K Street Loan Pair, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holder of the 1801 K Street Pari Passu Companion Loan, and 3. with respect to the Wells Fargo Tower Loan Pair, in addition to obtxxxxxg the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult on a non-binding basis with the representative of the holders of more than 50% of the Controlling Class (in respect of the Wells Fargo Tower Trust Loan) and the holder of xxx other Wells Fargo Tower Pari Passu Companion Loans. (f) In connection with the foregoing consultation rights: (i) the Special Servicer shall deliver notice to the holder of such consultation rights of the proposed action at the same time as notice is delivered to the Directing Holder in accordance with Section 6.11(a)lender Agreement; (ii) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period from the date of receipt of the Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt; and (iii) if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take. (g) The Windsor Capital Portfolio Loan Pair is serviced under the 2003-C1 PSA. The 2003-C1 PSA provides that if a Control Appraisal Event (as defined therein) occurs, the "Directing Holder" under the 2003-C1 PSA will be the Trustee, as the holder of the Windsor Capital Portfolio Trust Loan for the benefit of the Certificateholders. In the event that such Control Appraisal Event occurs and the 2003-C1 Special Servicer seeks the consent of the Trustee for any action with respect to the Windsor Capital Portfolio Loan Pair, the Trustee shall direct the 2003-C1 Special Servicer to consult with Controlling Class Directing Holder, as its agent, and the Controlling Class Directing Holder shall be entitled to exercise all of the rights granted to the "Directing Holder" under the 2003-C1 PSA with respect to the Windsor Capital Portfolio Loan Pair.

Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Master Servicer (for such action the Master Servicer is authorized to take under this Agreement) and the Special Servicer (for such action the Special Servicer is authorized to take under this Agreement) with respect to the following actions of the Master Servicer or Special Servicer, subject to as applicable. The Master Servicer and the consultation rights of certain holders of the Pari Passu Companion LoansSpecial Servicer, as further set forth in Section 6.11(e) and (f) below. The Special Servicer applicable, will not be permitted to take any of the following actions unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE"writing, and (b) if the Directing Holder fails to either approve or reject said approval action has not objected in writing within such five ten (10) Business Day period after receipt Days of the first noticehaving been notified thereof, and having been provided with all reasonably requested information with respect thereto, thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer delivers or the approval action request to the Directing Holder accompanied by a second notice in capitalizedMaster Servicer, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE BUSINESS DAYSas applicable, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER", then, if the Directing Holder fails to approve or reject such approval action within such second five 10-Business Day period (approval or rejection by notice by facsimile on the same day being acceptable)period, then the Directing Holder's approval Holder will be deemed to have been givenapproved the taking of the subject action): (i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Loans as come into and continue in default; (ii) if a Companion Loan Noteholder or its designee is the Directing Holder, any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of the related Loan Pair; (iii) if the Directing Holder is any Person other than a Companion Loan Noteholder (or its designee), any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a Mortgage Loan; (iiiiv) any proposed or actual sale of an Administered REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (ivv) if a Companion Loan Noteholder or its designee is the Directing Holder, any acceptance of a discounted payoff with respect to the related Loan Pair; (vi) if the Directing Holder is any Person other than a Companion Loan Noteholder (or its designee), any acceptance of a discounted payoff with respect to a Specially Serviced Loan; (vvii) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (viviii) any release of collateral for a Loan or any release of a Mortgagor (other than in accordance with the terms ofof (with no material discretion by the mortgagee), or upon satisfaction of, such Loan); (viiix) any acceptance of substitute or additional collateral for a Loan (other than in accordance with the terms of such LoanLoan (with no material discretion by the mortgagee)); (viiix) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any Loan; (ixxi) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Loan; (xxii) with respect to the Independent Square Loan Pair, the approval of any replacement Special Servicer for the Mortgage Loan (other than in connection with the Trustee becoming the successor thereto pursuant to the terms of the Pooling and Servicing Agreement); (xi) with respect to the Independent Square Loan Pair, for so long the unpaid principal balance of the Loan Pair is greater than $5,000,000, any acceptance of a change in the property management companycompany (provided that the unpaid principal balance of the related Mortgage Loan is greater than $5,000,000) or, if applicable, hotel franchise for any Mortgaged Property; (xiixiii) any extension of the maturity date of a Mortgage Loan, which results in the remaining term of any related ground lease (together with respect to extensions at the Independent Square Loan Pair, sole option of the lender) being less than 10 years beyond the amortization term of such Mortgage Loan; (xiv) any determination by the Master Servicer (A) that a Servicing Transfer Event has occurred with respect to the any Mortgage Loan solely by reason of the failure of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism in accordance with the loan documents or (B) to force place any insurance against damages or losses arising from acts of terrorism that is failed to be maintained by the related Mortgagor with respect to the related Mortgaged Property; provided that, notwithstanding this clause (xiixiv), a Servicing Transfer Event shall occur with respect to a non Specially Performing Serviced Mortgage Loan on the 60th day (or sooner with the consent of the Directing Holder) following the forced placement of any insurance referred to under clause (B) above with respect to the related Mortgaged Property based upon either (1) the continued failure of the related Mortgagor to maintain or cause to be maintained such insurance coverage or (2) the failure of the Master Servicer to have been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance (unless both the circumstances giving rise to such forced placement of such insurance have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance); and; (xiiixv) with respect to the Independent Square Loan Pair, any extension by the Master Servicer of the maturity date of the Mortgage a Performing Serviced Loan pursuant to Section 3.21(c3.20(c); provided that, in the event that the Special Servicer determines that immediate action is necessary and (xvi) with respect to protect the interests of the Certificateholders (as a collective whole) (or, in the case of a Tier 1 Loan Pair or Tier 2 Loan Pair, to protect if the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting for the applicable Directing Holder's response. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision its designee is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Pair is involved, for review by the related Companion Loan Noteholders. Each of the Master Servicer and the Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Pair. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to seek approval from the Directing Holder for any actions to be taken extension by the Special Servicer with respect to any particular Specially of the maturity date of a Performing Serviced Loan if: (i) the Special Servicer has, as provided in Section 6.11(a), notified the applicable Directing Holder in writing of various actions that the Special Servicer proposes to take with respect pursuant to the workout or liquidation of that Loan; and (ii) for 60 days following the first such notice, such Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer considers to be consistent with the Servicing Standard. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Directing Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Directing Holder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Controlling Class Directing Holder shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class; and (vi) the Controlling Class Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Pair Directing Holder or the Trustee with respect to the related Loan Pair. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. (e) In addition to the provisions last paragraph of Section 6.11(a3.20(d), with respect to each of the Loan Pairs (other that the Windsor Capital Portfolio Loan Pair, which is being serviced under the 2003-C1 PSA) the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(ix), without consulting, on a non-binding basis, the holders of the related Pari Passu Companion Loans as set forth below: 1. with respect to the U.S. Bank Tower Loan Pair, in the event that the holder of the U.S. Bank Tower Junior Companion Loan is no longer the Directing Holder, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holders of the U.S. Bank Tower Pari Passu Companion Loans, 2. with respect to the 1801 K Street Loan Pair, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holder of the 1801 K Street Pari Passu Companion Loan, and 3. with respect to the Wells Fargo Tower Loan Pair, in addition to obtxxxxxg the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult on a non-binding basis with the representative of the holders of more than 50% of the Controlling Class (in respect of the Wells Fargo Tower Trust Loan) and the holder of xxx other Wells Fargo Tower Pari Passu Companion Loans. (f) In connection with the foregoing consultation rights: (i) the Special Servicer shall deliver notice to the holder of such consultation rights of the proposed action at the same time as notice is delivered to the Directing Holder in accordance with Section 6.11(a); (ii) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period from the date of receipt of the Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt; and (iii) if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take. (g) The Windsor Capital Portfolio Loan Pair is serviced under the 2003-C1 PSA. The 2003-C1 PSA provides that if a Control Appraisal Event (as defined therein) occurs, the "Directing Holder" under the 2003-C1 PSA will be the Trustee, as the holder of the Windsor Capital Portfolio Trust Loan for the benefit of the Certificateholders. In the event that such Control Appraisal Event occurs and the 2003-C1 Special Servicer seeks the consent of the Trustee for any action with respect to the Windsor Capital Portfolio Loan Pair, the Trustee shall direct the 2003-C1 Special Servicer to consult with Controlling Class Directing Holder, as its agent, and the Controlling Class Directing Holder shall be entitled to exercise all of the rights granted to the "Directing Holder" under the 2003-C1 PSA with respect to the Windsor Capital Portfolio Loan Pair.

Certain Powers of the Directing Holder. (a) The Directing Holder will be entitled to advise the Special Servicer with respect to the following actions of the Special ServicerServicer in connection with any Serviced Loan, subject to the consultation rights of certain holders of the Pari Passu certain Companion Loans, as further set forth in Section 6.11(e) and (f) below. The Special Servicer will not be permitted to take any of the following actions unless and until it has notified the applicable Directing Holder in writing in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A REQUEST FOR DIRECTING HOLDER ACTION APPROVAL. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE (5) BUSINESS DAYS, THE SPECIAL SERVICER, MAY DELIVER A DEEMED APPROVAL NOTICE", ," and (b) if the Directing Holder fails to either approve or reject said approval action within such five Business Day period after receipt of the first notice, and having been provided with all reasonably requested information with respect thereto, and the Special Servicer delivers the approval action request to the Directing Holder accompanied by a second notice in capitalized, bold faced 14 point type containing the following statement at the top of the first page: "THIS IS A SECOND REQUEST FOR APPROVAL ACTION. IF THE DIRECTING HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED APPROVAL ACTION WITHIN FIVE BUSINESS DAYS, SUCH APPROVAL ACTION WILL BE DEEMED APPROVED BY THE DIRECTING HOLDER", ," then, if the Directing Holder fails to approve or reject such approval action within such second five Business Day period (approval or rejection by notice by facsimile on the same day being acceptable), then the Directing Holder's approval will be deemed to have been given):: (i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of acquisition as an REO Property) of the ownership of properties securing such of the Specially Serviced Loans as come into and continue in default; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a LoanLoan (including any material term relating to insurance or any prohibition on additional debt); (iii) any proposed or actual sale of an Administered REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff of a Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Loan or any release of a Mortgagor (other than in accordance with the terms ofof such Loan (with no material discretion by the mortgagee), or upon satisfaction of, such Loan); (vii) any acceptance of substitute or additional collateral for a Loan (other than in accordance with the terms of such LoanLoan (with no material discretion by the mortgagee)); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any LoanLoan or consent to a transfer of the Mortgage Property or interest in the Mortgagor (to the extent the mortgagee has the right to consent to such transfer); (ix) any acceptance of an assumption agreement releasing a Mortgagor or a guarantor from liability under a Loan; (x) with respect to the Independent Square Loan Pair, the approval of any replacement Special Servicer for the Mortgage Loan (other than in connection with the Trustee becoming the successor thereto pursuant to the terms of the Pooling and Servicing Agreement); (xi) with respect to the Independent Square Loan Pair, for so long the unpaid principal balance of the Loan Pair is greater than $5,000,000, any acceptance of a change in the property management companycompany (provided that the unpaid principal balance of the related Mortgage Loan is greater than $5,000,000) or, if applicable, the hotel franchise for any Mortgaged Property; (xiixi) with respect to the Independent Square Loan Pair, any determination by the Master Servicer (A) that a Servicing Transfer Event has occurred with respect to the Mortgage Loan solely by reason of the failure of the Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism in accordance with the loan documents or (B) to force place any insurance against damages or losses arising from acts of terrorism that is failed to be maintained by the Mortgagor with respect to the Mortgaged Property; provided that, notwithstanding this clause (xii), a Servicing Transfer Event shall occur with respect to a non Specially Serviced Mortgage Loan on the 60th day (or sooner with the consent of the Directing Holder) following the forced placement of any insurance referred to under clause (B) above with respect to the Mortgaged Property based upon either (1) the continued failure of the Mortgagor to maintain or cause to be maintained such insurance coverage or (2) the failure of the Master Servicer to have been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance (unless both the circumstances giving rise to such forced placement of such insurance have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of the subject insurance); and (xiii) with respect to the Independent Square Loan Pair, any extension of the maturity date of a Mortgage Loan, which results in the remaining term of any related ground lease (together with extensions at the sole option of the lender) being less than 10 years beyond the amortization term of such Mortgage Loan; (xii) any determination by the Special Servicer pursuant to clause (b), (c) or (d) of the definition of "Specially Serviced Loan" that a Loan has become a Specially Serviced Loan; (xiii) any extension by the Special Servicer of the maturity date of a Performing Serviced Loan pursuant to Section 3.21(c3.21(d); provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and (as a collective wholexiv) (or, in the case of the 111 Eighth Avenue Loan Group, (1) adoption or approval of a Loan Pair, to protect the interests of the Certificateholders and the related Companion Loan Noteholder (as a collective whole)), the Special Servicer may take any such action without waiting plan xx xxxxxxxxxx xx reorganization for the applicable Directing Holder's response. In addition, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, any actions with respect to the servicing and/or administration borrower and (2) approval of a Specially Serviced Loan as the Directing Holder may deem advisable or as to which provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer shall provide the Directing Holder with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b) and, insofar as a Loan Pair is involved, for review by the related Companion Loan Noteholders. Each of the Master Servicer and the Special Servicer shall notify the applicable Directing Holder of any release or substitution of collateral for a Loan even if such release or substitution is in accordance with such Loan. Notwithstanding anything herein to the contrary, if a Companion Loan Noteholder is a Directing Holder it shall be permitted to exercise the powers of a Directing Holder under this Agreement only with respect to its related Loan Pair. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Directing Holder, as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) require or cause the Special Servicer to violate any provision of this Agreement (exclusive of Section 6.11(a)) (including the Special Servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to seek approval from the Directing Holder for any actions to be taken by the Special Servicer with respect to any particular Specially Serviced Loan if: (i) the Special Servicer has, as provided in Section 6.11(a), notified the applicable Directing Holder in writing of various actions that the Special Servicer proposes to take with respect to the workout or liquidation of that Loan; and (ii) for 60 days following the first such notice, such Directing Holder has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer considers to be consistent with the Servicing Standard. (c) The Directing Holder will have no liability to the Certificateholders or the Companion Loan Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Directing Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Directing Holder may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class Directing Holder may, and is permitted hereunder to, act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Directing Holder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Controlling Class Directing Holder may, and is permitted hereunder to, take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Controlling Class Directing Holder shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class; and (vi) the Controlling Class Directing Holder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Directing Holder, any Holder of the Controlling Class or any director, officer, employee, agent or principal thereof for having so acted. (d) The applicable Companion Loan Noteholders shall be entitled to receive, upon request made to any party hereto, a copy of any notice or report required to be delivered (upon request or otherwise) by such party to the related Loan Pair Directing Holder or the Trustee with respect to the related Loan Pair. Any such party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. (e) In addition to the provisions of Section 6.11(a), with respect to each of the Loan Pairs (other that the Windsor Capital Portfolio Loan Pair, which is being serviced under the 2003-C1 PSA) the Special Servicer may not take any of the actions set forth in Section 6.11(a)(i)-(ix), without consulting, on a non-binding basis, the holders of the related Pari Passu Companion Loans as set forth below: 1. with respect to the U.S. Bank Tower Loan Pair, in the event that the holder of the U.S. Bank Tower Junior Companion Loan is no longer the Directing Holder, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holders of the U.S. Bank Tower Pari Passu Companion Loans, 2. with respect to the 1801 K Street Loan Pair, in addition to obtaining the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult, on a non-binding basis, with the holder of the 1801 K Street Pari Passu Companion Loan, and 3. with respect to the Wells Fargo Tower Loan Pair, in addition to obtxxxxxg the consent of the Directing Holder in connection with the items listed above, the Special Servicer shall consult on a non-binding basis with the representative of the holders of more than 50% of the Controlling Class (in respect of the Wells Fargo Tower Trust Loan) and the holder of xxx other Wells Fargo Tower Pari Passu Companion Loans. (f) In connection with the foregoing consultation rights: (i) the Special Servicer shall deliver notice to the holder of such consultation rights of the proposed action at the same time as notice is delivered to the Directing Holder in accordance with Section 6.11(a)material capital expenditure; (ii) the party entitled to such consultation rights shall have an opportunity to consult with the Special Servicer for a period from the date of receipt of the Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt; and (iii) if the Special Servicer determines that it needs to take immediate action and cannot wait until the review period set forth above expires, then, in such case, the Special Servicer shall decide, in accordance with the Servicing Standard, what course of action to take. (g) The Windsor Capital Portfolio Loan Pair is serviced under the 2003-C1 PSA. The 2003-C1 PSA provides that if a Control Appraisal Event (as defined therein) occurs, the "Directing Holder" under the 2003-C1 PSA will be the Trustee, as the holder of the Windsor Capital Portfolio Trust Loan for the benefit of the Certificateholders. In the event that such Control Appraisal Event occurs and the 2003-C1 Special Servicer seeks the consent of the Trustee for any action with respect to the Windsor Capital Portfolio Loan Pair, the Trustee shall direct the 2003-C1 Special Servicer to consult with Controlling Class Directing Holder, as its agent, and the Controlling Class Directing Holder shall be entitled to exercise all of the rights granted to the "Directing Holder" under the 2003-C1 PSA with respect to the Windsor Capital Portfolio Loan Pair.