Common use of Controlling Class Representative Clause in Contracts

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Majority Controlling Class Holders shall be entitled in accordance with this Section 3.23 to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Base Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Majority Controlling Class Principal Balance of the Controlling ClassHolders, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by Responsible Officer of the Certificate Administrator Indenture Trustee receiving written notice that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuer, the Servicer, the Back-Up Manager and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee has Knowledge of the identity of Note Owners or Note Owners are identified thereto by the Depositary or Depositary, at the expense of such Note Owners if the Depositary Participantscharges a fee for such identification, the Certificate such Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator set forth herein for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbersemail addresses). Unless no other Notes are Outstanding, no Affiliate of the Issuer may act as, or vote its Notes in the selection of, the Controlling Class Representative. By its acceptance of a Note, each Noteholder is deemed to have confirmed its understanding that the Controlling Class Representative or one or more members of the Controlling Class may take or refrain from taking actions that favor the interests of the Controlling Class over the other Noteholders, and that the Controlling Class Representative or one or more members of the Controlling Class may have special relationships and interests that conflict with the interests of such other Noteholders and will be deemed to have agreed to take no action against the Controlling Class Representative or any such other member as a result of such a special relationship or conflict. The Indenture Trustee will provide notice of any election, resignation or removal of the Controlling Class Representative to the Servicer and the Back-Up Manager, which such parties shall be entitled to conclusively rely on. In the event that no Controlling Class Representative has been appointed or identified to the Servicer and the Servicer has attempted to obtain such information from the Indenture Trustee and no such entity has been identified to the Servicer, then the Servicer will have no duty to consult with, provide notice to, or seek the approval or consent of any such Controlling Class Representative as the case may be until such time as a Controlling Class Representative meeting the definition thereof is so appointed or identified. (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledgeKnowledge, the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee has Knowledge or identified thereto by the Depositary or the Depositary DTC Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes with no obligation to verify, confirm or otherwise review and with no liability therefor, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Base Indenture, the Back-Up Manager and the Servicer of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, the Back-Up Manager and to each Master Servicer and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Majority Controlling Class Holders shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer the Back-Up Manager and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) of the Controlling Class shall be entitled to rely on such selection unless a majority of the Majority Controlling Class Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) In the event that no Controlling Class Representative has been appointed or identified to the Servicer and the Servicer has attempted to obtain such information from the Indenture Trustee and no such entity has been identified to the Servicer, then the Servicer will have no duty to consult with, provide notice to, or seek the approval or consent of any such Controlling Class Representative, as the case may be, until such time as a Controlling Class Representative meeting the definition thereof is so appointed or identified. (f) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) of Certificates Notes of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower the Guarantor or an Obligor with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special ServicerServicer in writing, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust are Indenture Trustee is also a named parties party to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative)) the Servicer, the Special Servicer on behalf of the Trust Indenture Trustee and for the benefit of the Noteholders shall, subject to Section 6.03the Servicing Agreement, assume the defense (with any costs incurred in connection therewith being deemed to be reimbursable Additional Securitization Expenses) of any such claim against the Controlling Class Representative; provided, however, that no judgment against . (g) In the event any action under the Transaction Documents is at the direction of the Majority Controlling Class Representative Holders, the Indenture Trustee shall be payable out identify, to the extent unknown by the party taking such action, the holders (or, in the case of Global Notes, to the extent actually known to certain designated officers of the Trust Fund. This provision shall survive Indenture Trustee or identified thereto by DTC, at the termination expense of this Agreement and the termination or resignation party taking such action if DTC charges a fee for such identification, the Note Owners) of the Controlling Class RepresentativeClass; provided that, the Noteholders and the Note Owners agree that the Indenture Trustee will not be held accountable by reason of any disclosure of such information.

Controlling Class Representative. (a) The Holders (or, in the case Majority of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled initially act as Controlling Class Representative until a successor Controlling Class Representative, if any, is appointed in accordance with this Section 3.23 to select a representative (11.1(d). Notwithstanding the "Controlling Class Representative") having foregoing, upon the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection appointment of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry CertificatesRepresentative, the Certificate Owners) Majority of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative shall retain its rights hereunder and under the other Transaction Documents to exercise the rights, powers, remedies or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation privileges of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under set forth in Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers1.4(m). (b) Within ten two (2) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the name or address of the Controlling Class Representative of which the Trustee has received written notice from the Controlling Class Representative, the Trustee will deliver to each Noteholder, the Issuer, the Manager, and the Back-Up Manager and the Control Party a notice setting forth the name and address of the new Controlling Class Representative. (c) The Control Party and the Back-Up Manager will be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto provided by the Depositary Trustee or the Depositary Participants, each Certificate Owner) Majority of the Controlling Class, includingas applicable, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder or under any other Transaction Document that such Master Servicer or the Special Servicer, as Control Party and the case may be, Back-Up Manager may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) Noteholders of the Controlling Class. In addition , with no liability to it for such reliance. (d) Upon the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement Majority of such event. (c) A Controlling Class may appoint a successor Controlling Class Representative may at any time resign as such by giving in accordance with the definition of “Controlling Class Representative” in this Base Indenture and shall provide written notice to the Certificate AdministratorIssuer, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry CertificatesManager, the Certificate Owners) Back-Up Manager and the Control Party of Certificates representing more than 50% of any such appointment upon the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing successor Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative’s acceptance. (e) Any The Majority of Controlling Class shall have all privileges of and may assume and exercise all expenses of the rights and remedies of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trustat any time. Notwithstanding the foregoing, if a claim is made against Upon any dispute between the Controlling Class Representative by and the Majority of Controlling Class, a Borrower with respect to this Agreement or any particular Mortgage Loan, written direction from the Majority of Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativecontrol.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class whose Certificates representing represent more than 50% of the related Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence . For purposes of this Section 3.23(a)3.23, the Class A-FX Certificates and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Class A-FL Certificates of the Controlling shall be treated as a single Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor Servicer and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository, at the expense of the Certificateholder or Certificate Owner requesting information with respect to clause (i) and clause (iii) above if the Depositary ParticipantsDepository charges a fee for such identification, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long in the form attached as reports are required to Exhibit L-3 (or such other form as may be filed with respect acceptable to the Trust under Section 15(dTrustee) of the Exchange Act, that it will keep confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Certificates, the Trust and its assets that has not been filed with the CommissionFund and/or this Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). No Affiliate of the Borrowers may act as Controlling Class Representative. (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of the appointment of a Controlling Class Representative or any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledge, knowledge the Certificate Administrator Trustee shall deliver to each the Holders or Certificate Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer the identity of the new Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary Depository or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two ten (210) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Trustee and to each Holder (or, in the case of Book-Entry Certificates, each Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Trustee and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Class Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee, the Servicer, and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the TrustTrust Fund. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular the Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Fund are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Centerline REIT Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Centerline REIT Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the a Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the such Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer, the applicable Primary Servicer, the applicable Special Servicer and (in any case) the General Special Servicer, whereupon (if the a Special Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator, the Trustee, the any Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the General Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the a Special Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator, the Trustee, the any Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the General Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Outstanding Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the related Outstanding Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 entitled, to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates Notes representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Indenture Trustee that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuers, Servicer and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i) and clause (iii) above if the Depositary Participantscharges a fee for such identification, the Certificate Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Indenture Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets and/or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers). No Affiliate of the Issuers may act as, or vote its Notes in the selection of, the Controlling Class Representative. (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledge, knowledge the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary or the Depositary DTC Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Indenture of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer and to each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) of Certificates Notes of the Controlling Class, pro rata according to their respective Note Class Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower an Obligor with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Indenture Trustee and for the benefit of the Noteholders shall, subject to Section 6.03the Servicing Agreement, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall (with any costs incurred in connection therewith being deemed to be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativereimbursable Additional Issuer Expenses).

Controlling Class Representative. (a) The Holders (or, in On the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Closing Date and until a Controlling Class Representative shall be entitled in accordance with this Section 3.23 have been elected pursuant to select a representative (the "Controlling Class Representative") having the rights and powers specified terms set forth in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided thatArticle XI, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt Back-Up Manager in its capacity as Control Party, is authorized (in accordance with the Back-Up Management Standard) to implement any CCR Consent Request and to take any action in respect of any matter that is required to be approved or rejected by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (orControl Party alone, in the case of Book-Entry Certificatesaccordance with Section 11.4, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, and (ii) the resignation any deliverable or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator notice that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, is required to the extent actually known be provided to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by under a Transaction Document shall be delivered to the Control Party. In respect of Consent Requests that require the consent of the Noteholders or any applicable majority of Noteholders (including any Majority Controlling Class Certificateholder(sEvent), the Trustee shall obtain the requisite consent therefrom in accordance with the terms set forth in the Back-Up Management Agreement, in accordance with Section 11.4. On the Closing Date, the initial purchasers of the Notes will use commercially reasonable efforts to provide the Trustee with the Initial Controlling Class Member List. Within five (5) Business Days following the Closing Date, the Trustee shall deliver a notice substantially in the form of Exhibit D attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee’s internet website at xxxxx://xxx.xxx.xx.xxx/investpublic/, announcing that there will be an election of a Controlling Class Representative and offering Controlling Class Members the opportunity to provide the Trustee with their contact information in writing within ten (10) Business Days of the date of such notice should they wish to participate in the election (such election, the “Initial CCR Election”). The Trustee shall provide any contact information that it receives, and any contact information set forth in the Initial Controlling Class Member List, to the Manager and the Issuers upon request. During the Initial CCR Election, any notices and communications required to be sent by a writing the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members solely at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List and by each Controlling Class Member individually, and all communications delivered to the Certificate Administrator. No appointment of Trustee by any Person as a successor Controlling Class Representative Member shall be effective until sent directly by such Person provides Controlling Class Member (and not through the Certificate Administrator with (i) written confirmation Applicable Procedures of its acceptance of the Clearing Agency). The Trustee shall be entitled to conclusively rely on any communications from Controlling Class Members received from email addresses specifically set forth on the Initial Controlling Class Member List. To the extent the Trustee receives communications from individuals not listed on the Initial Controlling Class Member List, even if from the same institutions, the Trustee shall not consider such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed communication a valid communication. During any subsequent CCR Election or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Trust under Section 15(d) Applicable Procedures of the Exchange Act, Clearing Agency for all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of such notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)communications. (b) Within ten Business Days thirty (30) days after the Closing Date or as soon thereafter as practicable if any CCR Re-election Event, the Trustee will send to each of the Controlling Class consists Members for which it has obtained contact information a written notice (with copies to the Manager and the Issuers) substantially in the form attached as Exhibit E hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate one CCR Candidate by submitting a nomination to the Trustee substantially in the form attached as Exhibit F hereto (a “CCR Nomination”) within either (i) in the case of Book-Entry Certificatesthe Initial CCR Election, ten (10) Business Days of the date of the CCR Election Notice, or (ii) in the case of any subsequent election, thirty (30) calendar days of the date of the CCR Election Notice (such period, as applicable, the “CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that (i) as of (A) for the Initial CCR Election, the Closing Date or (B) in the case of any subsequent election, a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee (either such date, the “Nomination Record Date”) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Amount of Notes of the Controlling Class specified by it in the CCR Nomination; and (ii) the CCR Candidate that it has nominated pursuant to such CCR Nomination is a Controlling Class Member. (c) Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, the Trustee shall either (i) notify the Manager, the Issuers, the Back-Up Manager and the Controlling Class Members that no nominations have been received and that the election will not be held, or (ii) prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit G attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest Aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates). Each Controlling Class Member shall, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee within (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Ballot or (ii) in the case of any subsequent election, thirty (30) calendar days of the date of the CCR Ballot (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot. (d) If a CCR Candidate receives votes from Controlling Class Members owning or beneficially owning at least 50% of the Outstanding Principal Amount of Notes of the Controlling Class (or any beneficial interest therein) that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be the Controlling Class Representative. Notes of the Controlling Class actually known to the Trustee to be held by the Issuers or any Affiliate of the Issuers, or held by the Back-Up Manager or any Affiliate of the Back-Up Manager, will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Controlling Class Representative shall be the CCR Candidate chosen by the Manager, pursuant to the Management Agreement. In the event that no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Back-Up Manager, the Rating Agencies and the Controlling Class Members that no Controlling Class Representative will be appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Back-Up Management Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Transaction Document shall be delivered to the Control Party. (e) In the event that a Controlling Class Representative is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit H attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless it executes such CCR Acceptance Letter, pursuant to which it shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Back-Up Manager, the Rating Agencies and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member and shall notify the Trustee in writing promptly if it ceases to be a Note Owner.. Within two (2) Business Days of receipt of the acceptance letter, the Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Manager, the Securitization Entities, the Back-Up Manager, the Rating Agencies and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the identity name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Responsible Officer Majority of the Certificate Administrator has actual knowledgeControlling Class Members, as applicable, the Certificate Administrator Trustee shall deliver to each Noteholder, the Issuers, the Manager and the Back-Up Manager a notice setting forth the name and address of the Trustee, the Master Servicers and the Special Servicer the identity of the new Controlling Class Representative and a list of each Holder Representative. (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Ownerg) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificateson, and the Master Servicers and the Special Servicer shall each will be entitled to rely on such information provided fully protected in all actions taken or not taken by the Certificate Administrator it with respect to any obligation or right hereunder that such Master Servicer or to, (i) the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Initial Controlling Class Representative or any Member List for purposes of identifying the recipients of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition CCR Election Notices and CCR Ballots and all subsequent communications related to the foregoingInitial CCR Election, within two (2ii) Business Days of the selection, resignation or removal any subsequent election of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) Applicable Procedures of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% Clearing Agency for delivery of the Class Principal Balance CCR Election Notices and CCR Ballots to Note Owners of Notes of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to and (iii) the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer representations and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each warranties of the parties to this Agreement and each Certificateholder (or Certificate OwnerPersons submitting CCR Nominations, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action CCR Ballots and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in On the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of Closing Date and at any time when no Person is serving as the Controlling Class shall be entitled Representative in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided thatArticle XI, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard; provided that the Control Party shall have no obligations to interact with any Holders (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Related Document shall be delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)Control Party. (b) Within thirty (30) days after the Closing Date or any CCR Re-election Event, the Trustee shall send via email to the Class A-1 Administrative Agent and via the Applicable Procedures of the Clearing Agency with respect to the Class A-2 Notes a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit E hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form attached as Exhibit F hereto (a “CCR Nomination”) certifying that, as of a date not more than ten (10) Business Days (or as soon thereafter as practicable if prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder of the Outstanding Principal Amount of Notes of the Controlling Class consists specified in its CCR Nomination and that it is not a Competitor; provided that for purposes of Booksuch nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any nomination to be valid, the CCR Nomination shall be delivered to the Trustee within thirty (30) calendar days of the date of the CCR Election Notice (such period, the “CCR Nomination Period”). (c) Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (i) if no nomination has been received and there is no Controlling Class Representative, the Trustee shall notify the Manager, the Master Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee shall prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit G attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed reelected and will remain the Controlling Class Representative. Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be delivered to the Trustee within thirty (30) calendar days of the date of such CCR Ballot (such period a “CCR Election Period”). (d) If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes), in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Master Issuer or any Affiliate of the Master Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative shall be the CCR Candidate chosen by the Master Issuer (or the Manager on its behalf pursuant to the Management Agreement). In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Entry CertificatesUp Manager, each Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party. (e) In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit H attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of Controlling Class Representative shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member and not a Competitor. Within two (2) Business Days of receipt of the executed CCR Acceptance Letter, the Trustee shall promptly forward copies thereof, or provide the new Controlling Class Representative’s identity and contact information to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the identity name or address of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledgereceived notice from the Controlling Class Representative, the Certificate Administrator Trustee shall deliver to each the Noteholder via the Applicable Procedures of the TrusteeClearing Agency, the Class A-1 Administrative Agent, the Master Servicers Issuer, the Manager, the Back-Up Manager and the Special Servicer a notice setting forth the identity name and address of the new Controlling Class Representative and a list of each Holder Representative. (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Ownerg) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificateson, and the Master Servicers and the Special Servicer shall each will be entitled to rely on such information provided fully protected in all actions taken or not taken by the Certificate Administrator it with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicerto, (i) the email information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Holders and beneficial owners of the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicerwith respect to all CCR Re-election Events, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf representations and warranties of the Trust shallPersons submitting CCR Nominations, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.CCR Ballots and

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the each, a "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall may include the designation of the Controlling Class Representative by the related Majority Controlling Class Certificateholder(s) Certificateholder by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until the Trustee has received confirmation that the appointment of such Controlling Class Representative is acceptable to the Majority Controlling Class Certificateholder and such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). Anthracite shall be the initial Controlling Class Representative without any further notification or confirmation referred to in this paragraph. (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledgeknowledge and otherwise promptly upon request from a Master Servicer or a Special Servicer, the Certificate Administrator Trustee shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary Depository or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such the Master Servicer or Servicers and the Special Servicer, as the case may be, Servicers may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special ServicerServicers, each the Master Servicer Servicers and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special ServicerServicers, each the Master Servicer Servicers and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according in proportion to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Servicers and the Special ServicerServicers, whereupon (if the Special Servicer, a Master ServicerServicers, the Certificate AdministratorMaster Servicers, the Trustee, the Fiscal Agent Trustee or the Trust are also named parties to the same action and, in the sole judgment of the applicable Master Servicer or the applicable Special Servicer, (i) the such Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issuematter, and (ii) there is no potential for the Special Servicer, a Master ServicerServicers, the Certificate AdministratorMaster Servicers, the Trustee, the Fiscal Agent Trustee or the Trust to be an adverse party in such action as regards the such Controlling Class Representative)) the applicable Master Servicer or the applicable Special Servicer or, if such action does not relate to a specific Mortgage Loan, the General Special Servicer Servicer, on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the any Controlling Class Representative.

Controlling Class Representative. (a) The Holders Within five (or5) Business Days following the occurrence of a CCR Re-Election Event or Annual Election Date, the Trustee shall deliver a notice to the Controlling Class Members, in the case form of Exhibit H attached hereto, through the Applicable Procedures of the applicable Clearing Agency with respect to Book-Entry CertificatesNotes and to the registered address of any Holders of Definitive Notes and shall post a notice to the Trustee’s password-protected internet website at xxx.xx.xxxxxxxxxx.xxx (together with a copy thereof to the Managers and the Co-Issuers), announcing that there will be a CCR Election and soliciting nominations of candidates for the Controlling Class Representative (a “CCR Election Notice”). During any CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agencies for all Book-Entry Notes and the information contained in the Note Register from all Definitive Notes notices and communications. (b) Each Controlling Class Member will be allowed to nominate itself or one Eligible Third Party Candidate (as defined below) as a CCR Candidate (and will not be permitted to nominate any other Person as a CCR Candidate) by submitting a nomination directly to the Trustee in writing in the form of Exhibit I attached hereto (a “CCR Nomination”) within the period specified in such notice, which will be five (5) Business Days after the date of the CCR Election Notice (such period, the Certificate Owners“CCR Nomination Period”). A candidate does not have to be a Controlling Class Member, but if it is not a Controlling Class Member, it must certify that (i) it is an established enterprise in the business of Certificates representing providing credit support, governance or other advisory services to holders of notes similar to the Notes issued by the Co-Issuers and (ii) not (w) a Competitor, (x) a Franchisee, (y) any of the certain disqualified Persons identified by the Manager to the Trustee on or before the Series 2018-1 Closing Date or (z) formed solely to act as the Controlling Class Representative (the candidate described in clauses (i) and (ii), an “Eligible Third-Party Candidate”). Each Controlling Class Member submitting a CCR Nomination shall represent that as of a date not more than 50% ten (10) Business Days prior to the date of the Class CCR Election Notice, (i) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Balance Amount of Notes of the Controlling Class specified in its CCR Nomination and (ii) the CCR Candidate is a Controlling Class Member or an Eligible Third-Party Candidate. CCR Nominations may be submitted by Controlling Class Members to the Trustee in pdf format via emaile-mail at the emaile-mail address for such purpose set forth in the CCR Election Notice, and no originals or medallion signature guarantees shall be required, and the Trustee will be entitled to conclusively rely on, and will be fully protected in accordance with this Section 3.23 relying on, CCR Nominations submitted in such manner. Each nomination shall include a contact for the CCR Candidate that will be available to select answer any questions raised by a representative Noteholder or Note Owner. Such contact information will be posted on the Trustee’s internet website. (c) Based upon the "CCR Nominations that are received by the Trustee by the last day of the CCR Nomination Period, (i) if no CCR Nomination has been received by the Trustee and there is no Controlling Class Representative", the Trustee shall notify the Managers, the Co-Issuers, the Servicer, the Back-Up Manager and the Controlling Class Members that no CCR Nominations have been received and that no CCR Election will be held, (ii) having if one or more CCR Nomination has been received by the rights Trustee, the Trustee shall prepare and powers specified send to each applicable Controlling Class Member a ballot in this Agreement the form of Exhibit J attached hereto (including those specified in Section 3.24the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates), or (iii) if no CCR Nomination has been received by the Trustee and there is a Controlling Class Representative at such time, the Person serving as the Controlling Class Representative will be deemed re-elected and will continue to replace an existing serve as the Controlling Class Representative; provided that, subject for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. Each Controlling Class Member may, in its sole discretion, indicate its vote for a CCR Candidate in a CCR Election by returning a completed CCR Ballot directly to the last sentence Trustee within five (5) Business Days after the date of this Section 3.23(athe CCR Ballot (a “CCR Election Period”) certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), and such Controlling Class Member was the acquisition by ARCap CMBS Fund II REIT, Inc. owner or beneficial owner of the Certificates Outstanding Principal Amount of Notes of the Controlling ClassClass specified by such Controlling Class Member in the CCR Ballot, ARCap CMBS Fund II REITand including a notarization or medallion signature guarantee; provided that, Inc. for purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall serve as be used in place of the initial Outstanding Principal Amount of such Series. CCR Ballots may be submitted by Controlling Class Members to the Trustee in pdf format via emaile-mail at the emaile-mail address for such purpose set forth in the CCR Ballots. (d) At the end of the CCR Election Period, the Trustee will tabulate the votes; provided that, for purposes of such tabulation of votes pursuant to this Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. If a CCR Candidate receives votes from the Majority of Controlling Class Members, such CCR Candidate will be elected the Controlling Class Representative. Upon Notes of the Controlling Class held by a Co-Issuer or any Affiliate of the Co-Issuers will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members owning (or owning any beneficial interest) exactly 50% of the CCR Voting Amount, the Co-Issuers (or the Managers on their behalf pursuant to the Management Agreements) shall select the Controlling Class Representative from among such CCR Candidates receiving votes from Controlling Class Members owning (or owning any beneficial interest) exactly 50% of the CCR Voting Amount. If no CCR Candidate receives 50% of the CCR Voting Amount, the Trustee shall notify the Managers, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that appointed Controlling Class Representative will not be elected. Until a CCR Re-election Event occurs and a Controlling Class Representative is elected or chosen pursuant to the terms set forth in this Article XI, (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Transaction Document shall be delivered to the Certificate AdministratorControl Party. No appointment The prior Controlling Class Representative (if any) will cease to be the Controlling Class Representative at the end of any Person CCR Election Period following a CCR Re-election Event (so long as a CCR Election is held at such time) unless it is re-elected as Controlling Class Representative after such CCR Election Period as described above, even if no candidate is elected as a successor Controlling Class Representative at the end of such CCR Election Period. Following a CCR Re-election Event, the Trustee shall repeat the election procedures described above. (e) If a CCR Candidate is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit K attached hereto (a “CCR Acceptance Letter”) to such elected CCR Candidate for execution. No elected CCR Candidate shall be effective until appointed Controlling Class Representative unless it executes such Person provides the Certificate Administrator with CCR Acceptance Letter within fifteen (15) Business Days of its receipt thereof, pursuant to which it shall (i) written confirmation of its acceptance of such appointmentagree to act as the Controlling Class Representative, (ii) written confirmation of provide its agreement to keep confidential, for so long as reports are required name and contact information and permit such information to be filed shared with respect the Managers, the Securitization Entities, the Servicer, the Control Party, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member or Eligible Third-Party Candidate. Within two (2) Business Days of receipt of such CCR Acceptance Letter, the Trustee shall promptly forward copies thereof, or provide the new Controlling Class Representative’s name and address, to the Trust under Section 15(dManagers, the Securitization Entities, the Servicer, the Control Party, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Exchange ActControlling Class Representative of which the Trustee has received notice from the Controlling Class Representative, the Trustee shall deliver to each Noteholder, the Co-Issuers, the Managers, the Back-Up Manager and the Servicer a notice setting forth the name and address of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all information received actions taken or not taken by it with respect to the Trust and its assets that has not been filed with the Commissionto, (iiii) an the emaile-mail information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agencies (and the registered address and facsimile number of any Holders of Definitive Notes) for the delivery of notices the CCR Election Notices and other correspondence the CCR Ballots to Note Owners of Notes of the Controlling Class and (ivii) a list the representations and warranties of officers or employees of such Person with whom the parties to this Agreement may deal (including their namesPersons submitting CCR Nominations, titles, work addresses CCR Ballots and facsimile numbers)CCR Acceptance Letters. (bh) Within ten Business Days TheEach of the Servicer (or in its capacity as soon thereafter as practicable if Servicer and Control Party) and the Controlling Class consists of BookBack-Entry Certificates) of any change in Up Manager shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under any other Transaction Document that such Master the Servicer (in its capacity as Servicer and Control Party) or the Special ServicerBack-Up Manager, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManagers, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting Trustee in order to select a Controlling Class Representative, which process shall may include the designation of the Controlling Class Representative by the Majority Certificateholder of the Controlling Class Certificateholder(s) by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee, the Master Servicer and the Special Servicer with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in receiving a request therefor from the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledgeMaster Servicer or Special Servicer, the Certificate Administrator Trustee shall deliver to each of the Trustee, the Master Servicers and the Special Servicer requesting party the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Book- Entry Certificates, subject to Section 5.06, by the Depositary Depository or the Certificate Owners) of such Certificates, and the Master Servicers Servicer and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such the Master Servicer or and the Special Servicer, as the case may be, Servicer may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. The expenses incurred by the Trustee in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust payable out of the Collection Account pursuant to Section 3.05(a). (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Master Servicer, each Master the Special Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Master Servicer, each Master the Special Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasance, misfeasance with regard to the particular matter at issuematter, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in On the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Closing Date and until a Controlling Class Representative shall be entitled in accordance with this Section 3.23 have been elected pursuant to select a representative (the "Controlling Class Representative") having the rights and powers specified terms set forth in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided thatArticle XI, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) Control Party shall exercise the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard; provided that the Control Party shall have no obligations to interact with any Noteholders (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Related Document shall be delivered to the Certificate AdministratorControl Party. No appointment On the Closing Date, the initial purchasers of any Person as the Notes will use commercially reasonable efforts to provide the Trustee with the Initial Controlling Class Member List. Within five (5) Business Days following the Closing Date, the Trustee shall deliver a successor notice in the form of Exhibit G attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee’s internet website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative shall be effective until such Person provides and offering Controlling Class Members the Certificate Administrator opportunity to provide the Trustee with their contact information in writing within ten (i10) written confirmation Business Days of its acceptance the date of such appointmentnotice should they wish to participate in the election (such election, (ii) written confirmation of its agreement the “Initial CCR Election”). The Trustee shall provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to keep confidentialthe Manager and the Master Issuer upon request. During the Initial CCR Election, for so long as reports are any notices and communications required to be filed sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members solely at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List (and the Trustee shall have no responsibility for the accuracy or effectiveness thereof) and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (and not through the Applicable Procedures of the Clearing Agency). The Trustee shall be entitled to conclusively rely on any communications from Controlling Class Members received from email addresses specifically set forth on the Initial Controlling Class Member List. To the extent the Trustee receives communications from individuals not listed on the Initial Controlling Class Member List, even if from the same institutions, the Trustee shall not consider such communication a valid communication. During any subsequent CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Trust under Section 15(d) Applicable Procedures of the Exchange Act, Clearing Agency for all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of such notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)communications. (b) Within ten Business Days thirty (30) days after the Closing Date or as soon thereafter as practicable if any CCR Re-election Event, the Trustee will send to each of the Controlling Class consists Members for which it has obtained contact information a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit H hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate one CCR Candidate by submitting a nomination to the Trustee in the form attached as Exhibit I hereto (a “CCR Nomination”) within either (i) in the case of Book-Entry Certificatesthe Initial CCR Election, ten (10) Business Days of the date of the CCR Election Notice, or (ii) in the case of any subsequent election, thirty (30) calendar days (such period, as applicable, the “CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that (i) as of (A) for the Initial CCR Election, the Closing Date or (B) in the case of any subsequent election, a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee (either such date, the “Nomination Record Date”) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Amount of Notes of the Controlling Class specified by it in the CCR Nomination; and (ii) the CCR Candidate that it has nominated pursuant to such CCR Nomination is either (A) a Controlling Class Member or (B) an Eligible Third-Party Candidate; provided, that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (c) Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, the Trustee shall either (i) notify the Manager, the Master Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that the election will not be held, or (ii) prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit J attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates). Each Controlling Class Member shall, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee within (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Ballot or (ii) in the case of any subsequent election, within thirty (30) calendar days (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (d) If a CCR Candidate receives votes from Controlling Class Members holding beneficial interests in at least 50% of the Outstanding Principal Amount of Notes of the Controlling Class (or any beneficial interest therein) that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Master Issuer or any Affiliate of the Master Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Controlling Class Representative shall be the CCR Candidate chosen by the Manager, pursuant to the Management Agreement. In the event that no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members that no Controlling Class Representative has been appointed. Until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then the (i) Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party. (e) In the event that a Controlling Class Representative is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit K attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless it executes such CCR Acceptance Letter, pursuant to which it shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members and (iii) represent and warrant that it is either a Controlling Class Member or an Eligible Third-Party Candidate. Within two (2) Business Days of receipt of the acceptance letter, the Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Majority of Controlling Class Members, as applicable, the Trustee shall deliver to each Noteholder, the Master Issuer, the Manager, the Back-Up Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the Initial Controlling Class Member List for purposes of identifying the recipients of the CCR Election Notices and CCR Ballots and all subsequent communications related to the Initial CCR Election, (ii) with respect to any subsequent election of a Controlling Class Representative, the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Note Owners of Notes of the Controlling Class and (iii) the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. (h) The Servicer (in its capacity as Servicer and Control Party) shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under the other Related Documents that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Outstanding Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the related Class Principal Balance of the Controlling Class shall be entitled entitled, in accordance with this Section 3.23 the Servicing Agreement, to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates Notes representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative Representative, or (iii) a determination by the Certificate Administrator Indenture Trustee that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuers, Servicer and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i) and clause (iii) above if the Depositary Participantscharges a fee for such identification, the Certificate Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Indenture Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets and/or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers). No Affiliate of any of the Asset Entities may act as Controlling Class Representative. (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledge, knowledge the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary or the Depositary DTC Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Indenture of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, Indenture Trustee and to each Master Servicer and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Indenture Trustee and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of the Controlling Class, by aggregate Certificate Class Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) (with any costs incurred in connection therewith being deemed to be reimbursable Additional Issuer Expense) of Certificates Notes of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower an Asset Entity with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Indenture Trustee shall, subject to Section 6.03the Servicing Agreement, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer, the applicable Primary Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator, the Trustee, the any Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator, the Trustee, the any Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Within thirty (30) days after the Closing Date or any CCR Re-election Event, the Trustee will send via email to each Class A-1 Administrative Agent and, with respect to any Notes other than any Series of Class A-1 Notes, to the Holders thereof via the Applicable Procedures of the Clearing Agency a written notice (or, with copies to the Manager and the Co-Issuers) in the case form of Book-Entry CertificatesExhibit H attached hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Certificate Owners) Trustee in the form of Certificates representing Exhibit I attached hereto (a “CCR Nomination”), certifying that, as of a date not more than 50% ten (10) Business Days prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder or Noteholder of the Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representativeits CCR Nomination and that it is not a Competitor; provided that, subject that for purposes of such nomination and determining the CCR Candidates pursuant to the last sentence Base Indenture, with respect to any Series of this Section 3.23(a)Class A-1 Notes Outstanding, and the acquisition by ARCap CMBS Fund II REIT, Inc. Class A-1 Notes Voting Amount will be used in place of the Certificates Outstanding Principal Amount of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representativesuch Series. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry CertificatesFor any nomination to be valid, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing CCR Nomination will be delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with Trustee within thirty (i30) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) calendar days of the Exchange Actdate of the CCR Election Notice (such period, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers“CCR Nomination Period”). (b) Within ten Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (or as soon thereafter as practicable i) if no nomination has been received and there is no Controlling Class Representative, the Trustee will notify the Manager, the Co-Issuers, the Servicer and the Controlling Class consists Members that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee will prepare and send to each applicable Controlling Class Member a ballot in the form of BookExhibit J attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed re-Entry Certificateselected and will remain the Controlling Class Representative. Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to the following paragraph, with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount will be used in place of the Outstanding Principal Amount of such Series. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be delivered to the Trustee within thirty (30) calendar days of the date of such CCR Ballot (such period, a “CCR Election Period”). (c) If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes), in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate will be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Co-Issuers or any Affiliate of any Co-Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative will be the CCR Candidate chosen by the Co-Issuers (or the Manager on their behalf pursuant to the Management Agreement). In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed, and until a CCR Re- election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party will exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Transaction Document will be delivered to the Control Party. (d) In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to the previous paragraph, the Trustee will forward an acceptance letter in the form of Exhibit K attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person will be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of the Controlling Class Representative will (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member and not a Competitor. Within two (2) Business Days of receipt of such executed CCR Acceptance Letter, the Trustee will promptly forward copies thereof, or provide the new Controlling Class Representative’s identity and contact information, to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (e) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative, the Trustee will deliver to each Noteholder via the Applicable Procedures of the Clearing Agency, each Class A-1 Administrative Agent, the Co-Issuers, the Manager, the Back-Up Manager and the Servicer a notice setting forth the name and address of the new Controlling Class Representative. (f) The Trustee will be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the email information provided by each Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to holders and beneficial owners of the Controlling Class and (ii) with respect to all CCR Re-election Events, the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. The Servicer (in its capacity as Servicer and Control Party) will be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder under the Indenture and the other Transaction Documents that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) Noteholders of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of with no liability for such eventreliance. (cg) A Controlling Class Representative may at any time resign The Servicer (in its capacity as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate OwnerControl Party) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall will be entitled to rely on such selection unless a majority the identity of the Holders Controlling Class Representative provided by the Trustee with respect to any obligation or right hereunder or under any other Transaction Document that the Servicer (or, in its capacity as Servicer and Control Party) may have to deliver information or otherwise communicate with the case Controlling Class Representative or any of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (eh) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class whose Outstanding Notes represent more than 50.0% of the related Class Principal Balance shall be entitled in accordance with this Section 3.23 entitled, to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates Outstanding Notes representing more than 5050.0% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination Knowledge by the Certificate Administrator Indenture Trustee that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuer, the Servicer and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) Noteholders of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator requirements set forth in this Indenture for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets and/or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbersemail addresses). No Affiliate of the Issuer may act as Controlling Class Representative. In the event that the Class A Notes are the Controlling Class, the Controlling Class will be comprised of all Class A Notes, collectively, based on the outstanding principal amounts of such Class A Notes (assuming the full amount of the Class A-1 Commitment Amount that is permitted to be drawn on such date is fully drawn). (b) Within ten 10 Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledgeKnowledge, the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) Noteholder of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, by the Depositary, the Depositary Participants or, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes, and the Master Servicers and the Special Servicer shall each be entitled to rely on such the information provided in the notice by the Certificate Administrator Indenture Trustee regarding the identity of the Controlling Class Representative with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Indenture of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, Indenture Trustee and to each Master Servicer and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Outstanding Notes represent more than 5050.0% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Indenture Trustee and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of the Controlling Class, by aggregate Certificate Class Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) of Certificates Notes of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower the Guarantor or an Obligor with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Indenture Trustee for the benefit of the Noteholders shall, subject to Section 6.03the Servicing Agreement, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall (with any costs incurred in connection therewith being deemed to be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativereimbursable Additional Issuer Expenses).

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall may include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) Certificateholder by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers).. Subject to the preceding sentence, Allied Capital Corporation shall serve as the initial Controlling Class Representative. -152- (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledgeknowledge and otherwise promptly upon request from the Master Servicer or the Special Servicer, the Certificate Administrator Trustee shall deliver to each of the Trustee, the Master Servicers Servicer and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers Servicer and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such the Master Servicer or and the Special Servicer, as the case may be, Servicer may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each the Master Servicer and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each the Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Trustee or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issuematter, and (ii) there is no potential for the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Trustee or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.Class

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section SECTION 3.23 to select a representative (the "Controlling Class RepresentativeCONTROLLING CLASS REPRESENTATIVE") having the rights and powers specified in this Agreement (including those specified in Section SECTION 3.24) or to replace an existing Controlling Class Representative; provided PROVIDED that, subject to the last sentence of this Section SECTION 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination -179- by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledgeknowledge and otherwise promptly upon request from any Master Servicer or Special Servicer, the Certificate Administrator Trustee shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section SECTION 5.06, by the Depositary or the Certificate Owners) of such Certificates, and each of the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section SECTION 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata PRO RATA according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the applicable Special Servicer, whereupon (if the such Special Servicer, a such Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Trustee or the Trust are also named parties to the same action and, in the sole judgment of the applicable Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issuematter, and (ii) there is no potential for the a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Trustee or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the applicable Special Servicer on behalf of the Trust shall, subject to Section SECTION 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Within thirty (or30) days after any CCR Re-election Event of which the Trustee has Actual Knowledge, the Trustee will send (which may be via email in connection with Definitive Notes and in accordance with the case applicable procedures of DTC in connection with Book-Entry CertificatesNotes), to the Certificate OwnersHolders thereof a written notice (with copies to the Manager and the Issuer) in the form of Certificates representing Exhibit C attached hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form of Exhibit D attached hereto (a “CCR Nomination”), certifying that, as of a date not more than 50% ten (10) Business Days prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder or Note Owner of the Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement its CCR Nomination and that it is not a Competitor. For any nomination to be valid, the related CCR Nomination must be received by the Trustee within thirty (including those specified in Section 3.2430) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. calendar days of the Certificates date of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon CCR Election Notice (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificatessuch period, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers“CCR Nomination Period”). (b) Within ten Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (or as soon thereafter as practicable i) if no nomination has been received and there is no Controlling Class Representative, the Trustee will notify the Manager, the Issuer, the Control Party and the Holders of the Controlling Class consists that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee will prepare and send (which may be via email in connection with Definitive Notes and in accordance with the applicable procedures of DTC in connection with Book-Entry CertificatesNotes) to the Holders of the Controlling Class a ballot in the form of Exhibit E attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate, as certified in the applicable CCR Nomination (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed re-elected and will remain the Controlling Class Representative. Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the Holder or Note Owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be received by the Trustee within thirty (30) calendar days of the date of such CCR Ballot (such period, a “CCR Election Period”). (c) If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of the Outstanding Principal Amount of each Series of Notes of the Controlling Class, in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate will be appointed the Controlling Class Representative pursuant to Section 11.1(d). Notes of the Controlling Class (or beneficial interest therein) held by a Securitization Entity or any Affiliate thereof will not be considered Outstanding for such voting purposes; provided that the Trustee shall not be deemed to have knowledge of the identity of any Noteholder or Note Owner unless the Trustee has Actual Knowledge of such ownership or a Trust Officer of the Trustee has received written notice of such ownership. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative will be the CCR Candidate chosen by the Issuer (or the Manager on its behalf pursuant to the Management Agreement). In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Control Party, the Back-Up Manager and the Holders of the Controlling Class that no Controlling Class Representative has been appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party will exercise the rights of the Controlling Class Representative in accordance with the Control Party Agreement and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Transaction Document will be delivered to the Control Party. (d) In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to the previous paragraph, the Trustee will forward an acceptance letter in the form of Exhibit F attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person will be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of the Controlling Class Representative will (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Control Party, the Back-Up Manager and the Noteholders and Note Owners and (iii) represent and warrant that it is a Controlling Class Member and not a Competitor. Within two (2) Business Days of receipt of such executed CCR Acceptance Letter, the Trustee will promptly forward copies thereof, to the Manager, the Securitization Entities, the Control Party, the Back-Up Manager and the Noteholders. (e) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received written notice from the Controlling Class Representative, the Trustee will deliver to each Noteholder, the Issuer, the Manager, the Back-Up Manager and the Control Party a notice setting forth the name and address of the new Controlling Class Representative. (f) The Trustee will be entitled to conclusively rely on, without independent investigation, inquiry or verification, and will be fully protected in all actions taken or not taken by it with respect to all CCR Re-election Events, the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. In connection with a CCR Re-election Event, the Trustee shall be entitled to make such modifications to the CCR Election Notice, CCR Nomination, CCR Ballot and CCR Acceptance Letter as may be appropriate in connection with the applicable procedures of DTC or the policies and procedures of the Trustee from time to time, which may include additional certifications as to the beneficial ownership of a Note Owner and other identifying information in respect of the Notes, Holders or Note Owners. (g) The Control Party will be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under any other Transaction Document that such Master Servicer or the Special Servicer, as the case may be, Control Party may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (eh) Any and all expenses of the The Controlling Class Representative shall be borne entitled to receive from the Control Party, upon request, any memoranda delivered to the Control Party by the Holders (orBack-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, if applicable, in form and substance satisfactory to the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such ClassManager, and not by the Trustsuch confidentiality agreement remains in effect. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the a Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the such Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the General Special Servicer, whereupon (if the a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the General Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the General Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class RepresentativeRepresentative and, provided, further that the Controlling Class Representative for the 622 Third Avenue Total Loan shall initially be the holder of the 622 Xxxxx Xxxxxx X Xoan, and upon the occurrence of a Control Appraisxx Xxxxx xxxxx xx the Holders of a majority of the Class 622 Participation Certificates and, with respect to the Washington Center Total Loan, the initial Controlling Class Representative shall be the Washington Center C Loan Holder and, upon the occurrence of a Control Appraisal Event shall be the Washington Center B Loan Holder. Upon Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledgeknowledge and otherwise promptly upon request from a Master Servicer or a Special Servicer, the Certificate Administrator Trustee shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary Depository or the Certificate Owners) of such Certificates, and each of the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such the Master Servicer or Servicers and the Special ServicerServicers, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special ServicerServicers, each the Master Servicer Servicers and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special ServicerServicers, each the Master Servicer Servicers and such existing Controlling Class Representative. (d) If the Great Lakes Crossing Mortgage Loan Group becomes specially serviced in accordance with the terms of a Great Lakes Crossing Servicing Agreement and, pursuant to the Great Lakes Crossing Intercreditor Agreement, the Series 2003-CK2 Trustee or other holder of the Great Lakes Crossing Companion Loan or its servicing agent notifies the Trustee or the Master Servicer that the Trustee, as holder of the Great Lakes Crossing Mortgage Loan, or its designee, is entitled to certain consultation rights with respect to the Great Lakes Crossing Mortgage Loan or any Great Lakes Crossing REO Mortgage Loan and/or forwards a copy of its "Asset Status Report" (as defined in the Great Lakes Crossing Intercreditor Agreement) to the Trustee or the Master Servicer, then the Trustee or the Master Servicer, as applicable, shall promptly within one Business Day so notify, and shall forward the copy of such Asset Status Report to, the Special Servicer and the Controlling Class Representative. For so long as the Trustee or its designee is entitled to such consultation rights under the terms of the Great Lakes Crossing Intercreditor Agreement, the Trustee hereby delegates such consultation rights to the Special Servicer, who shall exercise them in consultation with the Controlling Class Representative. In addition, if pursuant to the terms of the Great Lakes Crossing Intercreditor Agreement, upon the occurrence of an event of default under the Great Lakes Crossing Total Loan, the Trustee, as holder of the Great Lakes Crossing Mortgage Loan, has the right to purchase the Great Lakes Crossing Companion Loan at the price set forth in the Great Lakes Crossing Intercreditor Agreement, then the Trustee shall promptly so notify all of the Controlling Class Certificateholders. Any single Certificateholder or group of Certificateholders entitled to a majority of the Voting Rights allocated to the Controlling Class may indicate to the Trustee in writing its or their intent to purchase the Great Lakes Crossing Companion Loan in accordance with Section 3.6 of the Great Lakes Crossing Intercreditor Agreement and/or any corresponding provision of a Great Lakes Crossing Servicing Agreement, whereupon the Trustee shall designate such Certificateholder or group of Certificateholders as its designee to so purchase the Great Lakes Crossing Companion Loan, in its or their individual capacity and not on behalf of the Trust, in accordance with such Section 3.6 of the Great Lakes Crossing Intercreditor Agreement and/or any corresponding provision of a Great Lakes Crossing Servicing Agreement. Any such purchase will be subject to all applicable provisions of, and at the price set forth in, the Great Lakes Crossing Intercreditor Agreement (including those provisions that mandate who may be a permitted transferee of the Great Lakes Crossing Companion Loan). Upon any such purchase, such Certificateholder or group of Certificateholders shall constitute the "A-1 Noteholder" under the Great Lakes Crossing Intercreditor Agreement, and the Great Lakes Crossing Mortgage Loan shall be serviced and administered in accordance with Article XII of this Agreement. The Trustee shall reasonably cooperate with such Certificateholder or Certificateholders in effecting such purchase. (e) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (ef) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Servicers and the Special ServicerServicers, whereupon (if the Special Servicer, a Master ServicerServicers, the Certificate AdministratorMaster Servicers, the Trustee, the Fiscal Agent Trustee or the Trust are also named parties to the same action and, in the sole judgment of the applicable Master Servicer or the applicable Special Servicer, (i) the such Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issuematter, and (ii) there is no potential for the Special Servicer, a Master ServicerServicers, the Certificate AdministratorMaster Servicers, the Trustee, the Fiscal Agent Trustee or the Trust to be an adverse party in such action as regards the such Controlling Class Representative), ) the applicable Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Within five (or5) Business Days following the occurrence of a CCR Re-Election Event or Annual Election Date, the Trustee shall deliver a notice to the Controlling Class Members, in the case form of Exhibit H attached hereto, through the Applicable Procedures of the applicable Clearing Agency with respect to Book-Entry CertificatesNotes and to the registered address of any Holders of Definitive Notes and shall post a notice to the Trustee’s password-protected internet website at xxx.xx.xxxxxxxxxx.xxx (together with a copy thereof to the Managers and the Co-Issuers), announcing that there will be a CCR Election and soliciting nominations of candidates for the Controlling Class Representative (a “CCR Election Notice”). During any CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agencies for all Book-Entry Notes and the information contained in the Note Register from all Definitive Notes notices and communications. (b) Each Controlling Class Member will be allowed to nominate itself or one Eligible Third Party Candidate (as defined below) as a CCR Candidate (and will not be permitted to nominate any other Person as a CCR Candidate) by submitting a nomination directly to the Trustee in writing in the form of Exhibit I attached hereto (a “CCR Nomination”) within the period specified in such notice, which will be five (5) Business Days after the date of the CCR Election Notice (such period, the Certificate Owners“CCR Nomination Period”). A candidate does not have to be a Controlling Class Member, but if it is not a Controlling Class Member, it must certify that (i) it is an established enterprise in the business of Certificates representing providing credit support, governance or other advisory services to holders of notes similar to the Notes issued by the Co-Issuers and (ii) not (w) a Competitor, (x) a Franchisee, (y) any of the certain disqualified Persons identified by the Manager to the Trustee on or before the Series 2018-1 Closing Date or (z) formed solely to act as the Controlling Class Representative (the candidate described in clauses (i) and (ii), an “Eligible Third-Party Candidate”). Each Controlling Class Member submitting a CCR Nomination shall represent that as of a date not more than 50% ten (10) Business Days prior to the date of the Class CCR Election Notice, (i) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Balance Amount of Notes of the Controlling Class specified in its CCR Nomination and (ii) the CCR Candidate is a Controlling Class Member or an Eligible Third-Party Candidate. CCR Nominations may be submitted by Controlling Class Members to the Trustee in pdf format via email at the email address for such purpose set forth in the CCR Election Notice, and no originals or medallion signature guarantees shall be required, and the Trustee will be entitled to conclusively rely on, and will be fully protected in accordance with this Section 3.23 relying on, CCR Nominations submitted in such manner. Each nomination shall include a contact for the CCR Candidate that will be available to select answer any questions raised by a representative Noteholder or Note Owner. Such contact information will be posted on the Trustee’s internet website. (c) Based upon the "CCR Nominations that are received by the Trustee by the last day of the CCR Nomination Period, (i) if no CCR Nomination has been received by the Trustee and there is no Controlling Class Representative", the Trustee shall notify the Managers, the Co-Issuers, the Servicer and the Controlling Class Members that no CCR Nominations have been received and that no CCR Election will be held, (ii) having if one or more CCR Nomination has been received by the rights Trustee, the Trustee shall prepare and powers specified send to each applicable Controlling Class Member a ballot in this Agreement the form of Exhibit J attached hereto (including those specified in Section 3.24the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates), or (iii) if no CCR Nomination has been received by the Trustee and there is a Controlling Class Representative at such time, the Person serving as the Controlling Class Representative will be deemed re-elected and will continue to replace an existing serve as the Controlling Class Representative; provided that, subject for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. Each Controlling Class Member may, in its sole discretion, indicate its vote for a CCR Candidate in a CCR Election by returning a completed CCR Ballot directly to the last sentence Trustee within five (5) Business Days after the date of this Section 3.23(athe CCR Ballot (a “CCR Election Period”) certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), and such Controlling Class Member was the acquisition by ARCap CMBS Fund II REIT, Inc. owner or beneficial owner of the Certificates Outstanding Principal Amount of Notes of the Controlling ClassClass specified by such Controlling Class Member in the CCR Ballot, ARCap CMBS Fund II REITand including a notarization or medallion signature guarantee; provided that, Inc. for purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall serve as be used in place of the initial Outstanding Principal Amount of such Series. CCR Ballots may be submitted by Controlling Class Members to the Trustee in pdf format via email at the email address for such purpose set forth in the CCR Ballots. (d) At the end of the CCR Election Period, the Trustee will tabulate the votes; provided that, for purposes of such tabulation of votes pursuant to this Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. If a CCR Candidate receives votes from the Majority of Controlling Class Members, such CCR Candidate will be elected the Controlling Class Representative. Upon Notes of the Controlling Class held by a Co-Issuer or any Affiliate of the Co-Issuers will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members owning (or owning any beneficial interest) exactly 50% of the CCR Voting Amount, the Co-Issuers (or the Managers on their behalf pursuant to the Management Agreements) shall select the Controlling Class Representative from among such CCR Candidates receiving votes from Controlling Class Members owning (or owning any beneficial interest) exactly 50% of the CCR Voting Amount. If no CCR Candidate receives 50% of the CCR Voting Amount, the Trustee shall notify the Managers, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that appointed Controlling Class Representative will not be elected. Until a CCR Re-election Event occurs and a Controlling Class Representative is elected or chosen pursuant to the terms set forth in this Article XI, (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Transaction Document shall be delivered to the Certificate AdministratorControl Party. No appointment The prior Controlling Class Representative (if any) will cease to be the Controlling Class Representative at the end of any Person CCR Election Period following a CCR Re-election Event (so long as a CCR Election is held at such time) unless it is re-elected as Controlling Class Representative after such CCR Election Period as described above, even if no candidate is elected as a successor Controlling Class Representative shall be effective until such Person provides at the Certificate Administrator with (i) written confirmation of its acceptance end of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) CCR Election Period. Following a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of BookCCR Re-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledgeelection Event, the Certificate Administrator Trustee shall deliver to each of repeat the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such eventelection procedures described above. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon . (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the a Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the such Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer, the applicable Primary Servicer, the applicable Special Servicer and (in any case) the General Special Servicer, whereupon (if the a Special Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator, the Trustee, the any Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the General Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the a Special Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator, the Trustee, the any Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the General Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the related Outstanding Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Base Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates Notes representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by Responsible Officer of the Certificate Administrator Indenture Trustee receiving written notice that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuer, the Servicer and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee has Knowledge or identified thereto by the Depositary Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i) or clause (iii) above if the Depositary Participantscharges a fee for such identification, the Certificate Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator set forth in this Base Indenture for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbersemail addresses). Unless no other Notes are Outstanding, no Affiliate of the Issuer may act as, or vote its Notes in the selection of, the Controlling Class Representative. (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledgeKnowledge, the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee has Knowledge or identified thereto by the Depositary or the Depositary DTC Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes with no obligation to verify, confirm or otherwise review and with no liability therefor, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Base Indenture and the Servicer of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer and to each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority Majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) In the event that no Controlling Class Representative has been appointed or identified to the Servicer and the Servicer has attempted to obtain such information from the Indenture Trustee and no such entity has been identified to the Servicer, then the Servicer will have no duty to consult with, provide notice to, or seek the approval or consent of any such Controlling Class Representative as the case may be until such time as a Controlling Class Representative meeting the definition thereof is so appointed or identified; provided that at any time that no Controlling Class Representative has been appointed or identified to the Servicer, to the extent the Servicer receives direction from the Majority Controlling Class, the Servicer will take such direction. (f) Any and all expenses of the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) of Certificates Notes of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, by a Borrower the Guarantor or the Issuer with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust are Indenture Trustee is also a named parties party to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative), or the Special Servicer Majority Controlling Class, as applicable,) the Servicer, on behalf of the Trust Indenture Trustee and for the benefit of the Noteholders and the other Secured Parties shall, subject to Section 6.03the Servicing Agreement, assume the defense (with any costs incurred in connection therewith being deemed to be reimbursable Additional Issuer Expenses) of any such claim against the Controlling Class Representative; provided, howeveror the Majority Controlling Class, that no judgment against the Controlling Class Representative shall be payable out as applicable. For purposes of the Trust Fund. This provision obligation of the Servicer to assume the defense of the Majority Controlling Class, the “Majority Controlling Class” shall survive mean Noteholders (or in the termination case of this Agreement and the termination or resignation Global Notes, the Note Owners) of Notes of the Controlling Class Representativewho had taken the applicable action collectively with other Noteholders (or in the case of the Global Notes, the Note Owners) holding collectively more than 50% of the Voting Rights of all Notes of the Controlling Class Outstanding as of the date of such action, but shall not include any such Noteholders or Note Owners who subsequently transfer or sell their interests in such Notes of the Controlling Class; provided that the Servicer shall have no obligation to so assume the defense with respect to any Notes (or beneficial interest therein) that were not included in the determination of whether the applicable group of Noteholders constitutes the “Majority Controlling Class” with respect to the applicable action.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. Citigroup Alternative Investments LLC of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. Citigroup Alternative Investments LLC shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall may include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) Certificateholder by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledgeknowledge or of receiving a request therefor from the Master Servicer or Special Servicer, the Certificate Administrator Trustee shall deliver to each of the Trustee, the Master Servicers and the Special Servicer requesting party the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary Depository or the Certificate Owners) of such Certificates, and the Master Servicers Servicer and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such the Master Servicer or and the Special Servicer, as the case may be, Servicer may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Trustee and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Trustee and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, misfeasance with regard to the particular matter at issuematter, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) Within five (5) Business Days following the Closing Date, the Trustee shall deliver a notice in the form of Exhibit G attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee’s internet website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative and offering Controlling Class Members the opportunity to provide the Trustee with their contact information in writing within ten (10) Business Days of the date of such notice should they wish to participate in the election (such election, the “Initial CCR Election”). The Holders Trustee shall provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to the Manager and the Master Issuer upon request. During the Initial CCR Election, any notices and communications required to be sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (orand not through the Applicable Procedures of the Clearing Agency). During any subsequent CCR Election, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agency for all such notices and communications. (b) Within 30 days after the Closing Date or any CCR Re-election Event, the Trustee will send to each of the Controlling Class Members a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit H hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate one CCR Candidate by submitting a nomination in the form attached as Exhibit I hereto (a “CCR Nomination”) within either (i) in the case of Book-Entry Certificatesthe Initial CCR Election, ten (10) Business Days of the date of the CCR Election Notice, or (ii) in the case of any subsequent election, thirty (30) calendar days (such period, as applicable, the Certificate Owners“CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that (i) as of Certificates representing (A) for the Initial CCR Election, the Closing Date or (B) in the case of any subsequent election, a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee (either such date, the “Nomination Record Date”) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Amount of Notes of the Controlling Class specified by it in the CCR Nomination; and (ii) the CCR Candidate that it has nominated pursuant to such CCR Nomination is either (A) a Controlling Class Member or (B) an Eligible Third-Party Candidate; provided, that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to any Series of Class A-1 Senior Notes Outstanding, the Class A-1 Senior Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (c) Within three Business Days following the end of the CCR Nomination Period, the Trustee shall either (i) notify the Manager, the Master Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that the election will not be held, or (ii) prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit J attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if less than three (3) candidates are nominated, the CCR Ballot will list all candidates). Each Controlling Class Member shall, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee within (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Ballot or (ii) in the case of any subsequent election, within thirty (30) calendar days (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Senior Notes Outstanding, the Class A-1 Senior Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (d) If a CCR Candidate receives votes from Controlling Class Members holding beneficial interests in at least 50% of the Class Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative"or any beneficial interest therein) having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. that are Outstanding as of the Certificates CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) Notes of the Controlling Class that they may select a Controlling Class Representative. Such notice as of the CCR Voting Record Date), such CCR Candidate shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of be appointed the Controlling Class Representative by the Majority Trustee promptly after the conclusion of the CCR Election Period. Notes of the Controlling Class Certificateholder(s) held by a writing delivered any Co-Issuer or any Affiliate of any Co-Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Trustee shall appoint one of such CCR Candidates as the Controlling Class Representative at the direction of the Manager, pursuant to the Certificate AdministratorManagement Agreement. No appointment In the event that no CCR Candidate receives 50% of any Person as a successor the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members that no Controlling Class Representative shall be effective appointed, and the Control Party will exercise the consent and waiver rights of the Controlling Class Representative until a CCR Re-election Event occurs and a new Controlling Class Representative is elected. (e) In the event that a Controlling Class Representative is elected pursuant to Section 11.1(d) or the Trustee appoints a Controlling Class Representative at the direction of the Manager pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit K attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person provides the Certificate Administrator with shall be appointed Controlling Class Representative unless it executes such CCR Acceptance Letter, pursuant to which it shall (i) written confirmation of its acceptance of such appointmentagree to act as the Controlling Class Representative, (ii) written confirmation of provide its agreement to keep confidential, for so long as reports are required name and contact information and permit such information to be filed shared with respect the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members and (iii) represent and warrant that it is either a Controlling Class Member or an Eligible Third-Party Candidate. Within two (2) Business Days of receipt of the acceptance letter, the Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Trust under Section 15(dManager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Exchange ActControlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Majority of Controlling Class Members, as applicable, the Trustee shall deliver to each Noteholder, the Co-Issuers, the Manager, the Back-Up Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all information received actions taken or not taken by it with respect to, (i) the Initial Controlling Class Member List for purposes of identifying the recipients of the CCR Election Notices and CCR Ballots and all subsequent communications related to the Trust Initial CCR Election, (ii) with respect to any subsequent election of a Controlling Class Representative, the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and its assets that has not been filed with CCR Ballots to Note Owners of Notes of the Commission, Controlling Class and (iii) an address the representations and facsimile number for warranties of the delivery of notices Persons submitting CCR Nominations, CCR Ballots and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)CCR Acceptance Letters. (bh) Within ten Business Days The Servicer (or in its capacity as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesServicer and Control Party) of any change in shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain material non-public information.

Controlling Class Representative. (a) On the Closing Date, the initial purchasers of the Notes will use commercially reasonable efforts to provide the Trustee with the Initial Controlling Class Member List. Within five (5) Business Days following the Closing Date, the Trustee will send a notice, in the form of Exhibit F attached hereto, through the Applicable Procedures of each Clearing Agency and will post a notice to the Trustee’s password-protected website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative (referred to herein as the “Initial CCR Election” and, together with any subsequent election of a Controlling Class Representative in the manner provided herein, a “CCR Election”) and offering Controlling Class Members the opportunity to provide the Trustee with their contact information in writing within ten (10) Business Days of the date of such notice should they wish to participate in the election. The Holders Trustee will provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to the Manager and the Issuer upon request. With respect to the Initial CCR Election, any notices and communications required to be sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members solely at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List (orand the Trustee shall have no responsibility for the accuracy or effectiveness thereof) and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (and not through the Applicable Procedures of the applicable Clearing Agency). The Trustee will be entitled to conclusively rely on any communications from Controlling Class Members received from e-mail addresses specifically set forth on the Initial Controlling Class Member List. To the extent the Trustee receives communications from individuals not listed on the Initial Controlling Class Member List, even if from the same institutions, the Trustee shall not consider such communication to be a valid communication. With respect to any subsequent CCR Election Period (as defined below) or any communications with respect thereto, both the Trustee and the Controlling Class Members will be entitled to rely on the Applicable Procedures of each Clearing Agency for all such notices and communications. (b) In connection with each CCR Election (which shall initially be within thirty (30) days after the Closing Date), the Trustee will send to each of the Controlling Class Members for which it has obtained contact information (in the case of Book-Entry Certificatesthe Initial CCR Election and with respect to any Noteholder of a Class A-1 Note) or send via the Applicable Procedures of DTC (with respect to any other CCR Election) a written notice (with copies to the Manager and the Issuer) in the form of Exhibit G attached hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate one candidate for Controlling Class Representative. A candidate (a) does not have to be a Note Owner or Noteholder, but if it is not a Controlling Class Member, it must certify that it is an established enterprise in the Certificate Ownersbusiness of providing credit support, governance or other advisory services to holders of notes similar to the Notes issued by the Issuer and (b) of Certificates representing more than 50% cannot be (i) a Competitor, (ii) a Franchisee, (iii) any of the certain disqualified Persons identified by the Manager to the Trustee on or before the Closing Date or (iv) formed solely to act as the Controlling Class Representative (such candidate, an “Eligible Third-Party Candidate”). Each Controlling Class Member nominating a candidate will submit a nomination directly to the Trustee in writing in the form of Exhibit H attached hereto (a “CCR Nomination”) within the period specified in the CCR Election Notice, which will be ten (10) Business Days from the date thereof (the “CCR Nomination Period”). Each Controlling Class Member nominating a candidate will also be required to represent and warrant that, as of the nomination record date specified in the CCR Election Notice (the “Nomination Record Date”, which, for the initial election, will be the Closing Date), (i) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled specified by it in accordance with this Section 3.23 the CCR Nomination and (ii) the CCR Candidate that it has nominated pursuant to select such CCR Nomination is either (A) a representative (the "Controlling Class Representative"Member or (B) having an Eligible Third-Party Candidate. (c) Based upon the rights CCR Nominations that are received by the Trustee, promptly and powers specified in this Agreement any event within three (including those specified in Section 3.243) or to replace an existing Controlling Class Representative; provided that, subject to Business Days following the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. end of the Certificates of the Controlling ClassCCR Nomination Period, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Trustee will notify the Certificate Administrator of written requests for Manager, the selection of a successor Issuer, the Servicer and the Controlling Class Representative from Members that no nominations have been received and that the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Classelection will not be held, (ii) the resignation or removal of the Person acting as Trustee will prepare and send to each applicable Controlling Class Representative Member a ballot in the form of Exhibit I attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates), or (iii) in the event of a determination by CCR Re-election Event, if no CCR Nominations are received prior to the Certificate Administrator that end of the CCR Nomination Period, the current Controlling Class Representative will remain the Controlling Class has changedRepresentative and no further action will be taken with respect to such CCR Re-election Event; provided that, for such nomination purposes, with respect to each Series of Class A-1 Notes Outstanding, the Certificate Administrator Class A-1 Notes Voting Amount will be used in place of the Outstanding Principal Amount of such Notes. Each Controlling Class Member that wishes to vote for a candidate shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, be required to return a completed CCR Ballot directly to the extent actually known to a Responsible Officer Trustee within ten (10) Business Days after the date of the Certificate Administrator CCR Ballot (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or identified thereto by beneficial owner of the Depositary or the Depositary Participants, the Certificate Owners) Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot. (d) The Controlling Class Representative will be the candidate that they receives votes from Controlling Class Members holding beneficial interests in excess of 50% of the Outstanding Principal Amount of Notes of the Controlling Class (or any beneficial interest therein) that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may select be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date); provided that, for such voting purposes, with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount will be used in place of the Outstanding Principal Amount of such Notes. Notes of the Controlling Class held by the Issuer or any Affiliate of the Issuer will not be considered Outstanding for such voting purposes. At the end of the CCR Election Period, the Trustee will tabulate the votes. If the CCR Election results in a tie, the Manager shall direct the Trustee to appoint one of such tied CCR Candidates selected by the Manager as the Controlling Class Representative. Such notice shall set forth In the process established by event that the Certificate Administrator for selecting foregoing procedures do not result in an election of a Controlling Class Representative, which process the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. If at any time there is no Controlling Class Representative (including prior to the Initial CCR Election Period and during any CCR Election Period) (i) the Control Party shall include exercise the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Transaction Document shall be delivered to the Certificate AdministratorControl Party. (e) Upon the election of a Controlling Class Representative, the Trustee will forward an acceptance letter in the form of Exhibit J attached hereto (a “CCR Acceptance Letter”) to the elected candidate for execution, pursuant to which the elected candidate will (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is an Eligible Third-Party Candidate. No appointment Within two (2) Business Days of receipt of such CCR Acceptance Letter, the Trustee will promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any Person other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Majority of Controlling Class Members, as applicable, the Trustee will deliver to each Noteholder, the Issuer, the Manager, the Back-Up Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. Following a CCR Re-election Event, the Trustee will repeat the election procedures described above, with the same conditions applying to Eligible Third-Party Candidates; provided that after the initial election following the Closing Date (i) the CCR Election Notice and the CCR Ballots will be delivered to Controlling Class Members solely through the Applicable Procedures of each Clearing Agency, (ii) the CCR Nomination Period will be extended to thirty (30) days, (iii) the CCR Election Period will be extended to thirty (30) days and (iv) the Nomination Record Date will be a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee. The prior Controlling Class Representative will cease to be the Controlling Class Representative at the end of the CCR Election Period following the CCR Re-election Event unless it is re-elected as Controlling Class Representative after such CCR Election Period as described above, even if no candidate is elected as a successor Controlling Class Representative shall at the end of such CCR Election Period. (g) The Trustee will be effective until such Person provides the Certificate Administrator entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) written confirmation the Initial Controlling Class Member List provided to it by the Initial Purchasers for purposes of its acceptance identifying the recipients of such appointmentthe CCR Election Notices and the CCR Ballots and all subsequent communications related to the Initial CCR Election, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to any other election of a Controlling Class Representative, the Trust under Section 15(d) Applicable Procedures of each Clearing Agency for delivery of the Exchange Act, all information received by it with respect CCR Election Notices and the CCR Ballots to Note Owners of Notes of the Trust Controlling Class and its assets that has not been filed with the Commission, (iii) an address the representations and facsimile number for warranties of the delivery of notices Persons submitting CCR Nominations, CCR Ballots and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)CCR Acceptance Letters. (bh) Within ten Business Days The Servicer (or in its capacity as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesServicer and Control Party) of any change in will be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under any other Transaction Document that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, with no liability to it for such reliance. Subject to the terms hereunder, each Controlling Class Representative will be entitled to instruct the Control Party with respect to the approval of Consent Requests. The Controlling Class Representative will be authorized to approve Consent Requests other than Consent Requests that can be approved by aggregate Certificate Principal Balance, the Control Party without the consent of any Noteholders or such the Controlling Class Representative, as applicableor that expressly require the consent of Noteholders in accordance with the terms hereunder and the other Transaction Documents. However, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of if the Controlling Class, in writing, of the resignation Class Representative fails to approve or removal reject any Consent Request within ten (10) Business Days of such Controlling Class RepresentativeConsent Request and the related Consent Recommendation, the Control Party will be authorized to take action in response to such Consent Request in accordance with the Servicing Standard, other than with respect to the waiver of any Servicer Termination Events. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section SECTION 3.23 to select a representative (the "Controlling Class RepresentativeCONTROLLING CLASS REPRESENTATIVE") having the rights and powers specified in this Agreement (including those specified in Section SECTION 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, at the expense of the Certificateholder or Certificate Owner requesting information with respect to CLAUSE (I) and CLAUSE (III) above if the Depository charges a fee for such identification, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall may include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Certificates, the Trust and its assets that has not been filed with the CommissionFund and/or this Agreement, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten 10 Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledge, the Certificate Administrator Trustee shall deliver to each the Holders or Certificate Owners, as applicable, of the TrusteeControlling Class, the Master Servicers Servicer and the Special Servicer the identity of the new Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section SECTION 5.06, by the Depositary Depository or the Certificate Owners) of such Certificates, and the Master Servicers Servicer and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such the Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Trustee and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Trustee and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section SECTION 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata PRO RATA according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Trustee or the Trust are also named parties to the same action and, in the sole reasonable judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Trustee or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of of, and at the expense of, the Trust shall, subject to Section SECTION 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, PROVIDED that no judgment against the Controlling Class Representative shall be payable out of the Trust Fundliable for any damages or judgment against it arising solely from its actions. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Within thirty (or30) days after any CCR Re-election Event of which the Trustee has Actual Knowledge, the Trustee will send (which may be via email in connection with Definitive Notes and in accordance with the case applicable procedures of DTC in connection with Book-Entry CertificatesNotes) to the Holders thereof a written notice (with copies to the Manager and the Issuer) in the form of Exhibit C attached hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Certificate Owners) Trustee in the form of Certificates representing Exhibit D attached hereto (a “CCR Nomination”), certifying that, as of a date not more than 50% ten (10) Business Days prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder or Note Owner of the Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement its CCR Nomination and that it is not a Competitor. For any nomination to be valid, the related CCR Nomination must be received by the Trustee within thirty (including those specified in Section 3.2430) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. calendar days of the Certificates date of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon CCR Election Notice (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificatessuch period, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers“CCR Nomination Period”). (b) Within ten Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (or as soon thereafter as practicable i) if no nomination has been received and there is no Controlling Class Representative, the Trustee will notify the Manager, the Issuer, the Control Party and the Holders of the Controlling Class consists that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee will prepare and send (which may be via email in connection with Definitive Notes and in accordance with the applicable procedures of DTC in connection with Book-Entry CertificatesNotes) to the Holders of the Controlling Class a ballot in the form of Exhibit E attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate, as certified in the applicable CCR Nomination (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed re-elected and will remain the Controlling Class Representative. Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the Holder or Note Owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be received by the Trustee within thirty (30) calendar days of the date of such CCR Ballot (such period, a “CCR Election Period”). (c) If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of the Outstanding Principal Amount of each Series of Notes of the Controlling Class, in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate will be appointed the Controlling Class Representative pursuant to Section 11.1(d). Notes of the Controlling Class (or beneficial interest therein) held by a Securitization Entity or any Affiliate thereof will not be considered Outstanding for such voting purposes; provided that the Trustee shall not be deemed to have knowledge of the identity of any Noteholder or Note Owner unless the Trustee has Actual Knowledge of such ownership or a Trust Officer of the Trustee has received written notice of such ownership. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative will be the CCR Candidate chosen by the Issuer (or the Manager on its behalf pursuant to the Management Agreement). In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Control Party, the Back-Up Manager, the Rating Agency and the Holders of the Controlling Class that no Controlling Class Representative has been appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party will exercise the rights of the Controlling Class Representative in accordance with the Control Party Agreement and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Transaction Document will be delivered to the Control Party. (d) In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to the previous paragraph, the Trustee will forward an acceptance letter in the form of Exhibit F attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person will be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of the Controlling Class Representative will (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Control Party, the Back-Up Manager, each Rating Agency and the Noteholders and Note Owners and (iii) represent and warrant that it is a Controlling Class Member and not a Competitor. Within two (2) Business Days of receipt of such executed CCR Acceptance Letter, the Trustee will promptly forward copies thereof, to the Manager, the Securitization Entities, the Control Party, the Back-Up Manager, each Rating Agency and the Noteholders. (e) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received written notice from the Controlling Class Representative, the Trustee will deliver to each Noteholder, the Issuer, the Manager, the Back-Up Manager, each Rating Agency and the Control Party a notice setting forth the name and address of the new Controlling Class Representative. (f) The Trustee will be entitled to conclusively rely on, without independent investigation, inquiry or verification, and will be fully protected in all actions taken or not taken by it with respect to all CCR Re-election Events, the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. In connection with a CCR Re-election Event, the Trustee shall be entitled to make such modifications to the CCR Election Notice, CCR Nomination, CCR Ballot and CCR Acceptance Letter as may be appropriate in connection with the applicable procedures of DTC or the policies and procedures of the Trustee from time to time, which may include additional certifications as to the beneficial ownership of a Note Owner and other identifying information in respect of the Notes, Holders or Note Owners. (g) The Control Party will be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under any other Transaction Document that such Master Servicer or the Special Servicer, as the case may be, Control Party may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (eh) Any and all expenses of the The Controlling Class Representative shall be borne entitled to receive from the Control Party, upon request, any memoranda delivered to the Control Party by the Holders (orBack-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, if applicable, in form and substance satisfactory to the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such ClassManager, and not by the Trustsuch confidentiality agreement remains in effect. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders On the Closing Date, the initial purchasers of the Notes will use commercially reasonable efforts to provide the Trustee with the Initial Controlling Class Member List. Within five (or5) Business Days following the Closing Date, the Trustee shall deliver a notice in the case form of Book-Entry CertificatesExhibit G attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee’s internet website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative and offering Controlling Class Members the opportunity to provide the Trustee with their contact information in writing within ten (10) Business Days of the date of such notice should they wish to participate in the election (such election, the Certificate Owners) of Certificates representing more than 50% of “Initial CCR Election”). The Trustee shall provide any contact information that it receives, and any contact information in the Initial Controlling Class Principal Balance of Member List, to the Manager and the Co-Issuers upon request. During the Initial CCR Election, any notices and communications required to be sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members solely at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List (and the Trustee shall have no responsibility for the accuracy or effectiveness thereof) and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (and not through the Applicable Procedures of the Clearing Agency). The Trustee shall be entitled in accordance with this Section 3.23 to select a representative (the "conclusively rely on any communications from Controlling Class Representative") having Members received from email addresses specifically set forth on the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Initial Controlling Class Representative; provided that, subject to Member List. To the last sentence of this Section 3.23(a), and extent the acquisition by ARCap CMBS Fund II REIT, Inc. of Trustee receives communications from individuals not listed on the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative Member List, even if from the Holders (or, in the case of Book-Entry Certificatessame institutions, the Certificate Owners) of Certificates representing more than 50% of Trustee shall not consider such communication a valid communication. During any subsequent CCR Election, both the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that Trustee and the Controlling Class has changed, Members shall be entitled to rely on the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer Applicable Procedures of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Clearing Agency for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until all such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)communications. (b) Within ten Business Days thirty (30) days after the Closing Date or as soon thereafter as practicable if any CCR Re-election Event, the Trustee will send to each of the Controlling Class consists Members for which it has obtained contact information a written notice (with copies to the Manager and the Co-Issuers) in the form attached as Exhibit H hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate one CCR Candidate by submitting a nomination to the Trustee in the form attached as Exhibit I hereto (a “CCR Nomination”) within either (i) in the case of Book-Entry Certificatesthe Initial CCR Election, ten (10) Business Days of the date of the CCR Election Notice, or (ii) in the case of any subsequent election, thirty (30) calendar days (such period, as applicable, the “CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that (i) as of (A) for the Initial CCR Election, the Closing Date or (B) in the case of any subsequent election, a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee (either such date, the “Nomination Record Date”) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Amount of Notes of the Controlling Class specified by it in the CCR Nomination; and (ii) the CCR Candidate that it has nominated pursuant to such CCR Nomination is either (A) a Controlling Class Member or (B) an Eligible Third-Party Candidate; provided, that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (c) Based upon the CCR Nominations that are received by the Trustee, within three Business Days following the end of the CCR Nomination Period, the Trustee shall either (i) notify the Manager, the Co-Issuers, the Servicer and the Controlling Class Members that no nominations have been received and that the election will not be held, or (ii) prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit J attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates). Each Controlling Class Member shall, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee within (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Ballot or (ii) in the case of any subsequent election, within thirty (30) calendar days (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (d) If a CCR Candidate receives votes from Controlling Class Members holding beneficial interests in at least 50% of the Outstanding Principal Amount of Notes of the Controlling Class (or any beneficial interest therein) that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Notes of the Controlling Class held by any Co-Issuer or any Affiliate of any Co-Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Controlling Class Representative shall be the CCR Candidate chosen by the Manager, pursuant to the Management Agreement. In the event that no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members that no Controlling Class Representative shall be appointed, and the Control Party will exercise the consent and waiver rights of the Controlling Class Representative until a CCR Re-election Event occurs and a new Controlling Class Representative is elected. (e) In the event that a Controlling Class Representative is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit K attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless it executes such CCR Acceptance Letter, pursuant to which it shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members and (iii) represent and warrant that it is either a Controlling Class Member or an Eligible Third-Party Candidate. Within two (2) Business Days of receipt of the acceptance letter, the Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Majority of Controlling Class Members, as applicable, the Trustee shall deliver to each Noteholder, the Co-Issuers, the Manager, the Back-Up Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the Initial Controlling Class Member List for purposes of identifying the recipients of the CCR Election Notices and CCR Ballots and all subsequent communications related to the Initial CCR Election, (ii) with respect to any subsequent election of a Controlling Class Representative, the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Note Owners of Notes of the Controlling Class and (iii) the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. (h) The Servicer (in its capacity as Servicer and Control Party) shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders Within five (or5) Business Days following the occurrence of a CCR Re-Election Event or Annual Election Date, the Trustee shall deliver a notice to the Controlling Class Members, in the case form of Exhibit H attached hereto, through the Applicable Procedures of the applicable Clearing Agency with respect to Book-Entry CertificatesNotes and to the registered address of any Holders of Definitive Notes and shall post a notice to the Trustee’s password-protected internet website at xxx.xx.xxxxxxxxxx.xxx (together with a copy thereof to the Manager and the Issuer), announcing that there will be an election of a Controlling Class Representative and soliciting nominations for Controlling Class Representative (a “CCR Election Notice”). During any CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agencies for all Book-Entry Notes and the information contained in the Note Register from all Definitive Notes notices and communications. (b) Each Controlling Class Member will be allowed to nominate one CCR Candidate by submitting a nomination directly to the Trustee in writing in the form of Exhibit I attached hereto (a “CCR Nomination”) within the period specified in such notice, which will be thirty (30) Business Days after the date of the CCR Election Notice (such period, the Certificate Owners) “CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that as of Certificates representing a date not more than 50% ten (10) Business Days prior to the date of the Class CCR Election Notice as determined by the Trustee, it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled specified by it in accordance with this Section 3.23 the CCR Nomination; and (ii) the CCR Candidate that it has nominated pursuant to select such CCR Nomination is either (A) a representative (the "Controlling Class Representative"Member or (B) having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class RepresentativeEligible Third-Party Candidate; provided that, subject for purposes of such nomination and determining the CCR Candidates pursuant to the last sentence of this Section 3.23(a11.1(c), and with respect to each Series of Class A-1 Notes Outstanding, the acquisition by ARCap CMBS Fund II REIT, Inc. Class A-1 Notes Voting Amount shall be used in place of the Certificates Outstanding Principal Amount of such Series. (c) Based upon the CCR Nominations that are received by the Trustee by the end of the Controlling ClassCCR Nomination Period, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Trustee shall notify the Certificate Administrator of written requests for Manager, the selection of a successor Issuer, the Servicer and the Controlling Class Representative from Members that no nominations have been received and that the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Classelection will not be held, (ii) the resignation or removal of the Person acting as Trustee shall prepare and send to each applicable Controlling Class Representative Member a ballot in the form of Exhibit J attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates), or (iii) in the event of a determination by CCR Re-election Event or upon the Certificate Administrator that occurrence of an Annual Election Date, if no CCR Nominations are received prior to the end of the CCR Nomination Period, the current Controlling Class Representative will remain the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor Representative and the Holders (andno further action will be taken with respect to such CCR Re-election Event or Annual Election Date. Each Controlling Class Member shall, in the case of Book-Entry Certificatesits sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the extent actually known to a Responsible Officer Trustee within ten (10) Business Days after the date of the Certificate Administrator CCR Ballot (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or identified thereto by beneficial owner of the Depositary or the Depositary Participants, the Certificate Owners) Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that, for purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (d) At the end of the CCR Election Period, the Trustee will tabulate the votes; provided that, for purposes of such tabulation of votes pursuant to this Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. If a CCR Candidate receives votes from Controlling Class Members holding beneficial interests in excess of 50% of the Outstanding Principal Amount of Notes of the Controlling Class (or any beneficial interest therein) that they are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may select a be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Such notice shall set forth Notes of the process established Controlling Class held by the Certificate Administrator Issuer or any Affiliate of the Issuer will not be considered Outstanding for selecting such voting purposes. If the CCR Election Period results in a tie, the Controlling Class Representative shall be the CCR Candidate chosen by the Manager from among the CCR Candidates with the highest votes. In the event that the foregoing procedures do not result in an election of a Controlling Class Representative, which process the Trustee shall include notify the designation Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed. Until a Controlling Class Representative is elected or chosen pursuant to the terms set forth in this Article XI, (i) the Control Party shall exercise the rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Transaction Document shall be delivered to the Certificate Administrator. No appointment of any Person as Control Party. (e) In the event that a successor Controlling Class Representative is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit K attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be effective until appointed Controlling Class Representative unless it executes such Person provides the Certificate Administrator with CCR Acceptance Letter within fifteen (15) Business Days of its receipt thereof, pursuant to which it shall (i) written confirmation of its acceptance of such appointmentagree to act as the Controlling Class Representative, (ii) written confirmation of provide its agreement to keep confidential, for so long as reports are required name and contact information and permit such information to be filed shared with respect the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is either a Controlling Class Member or an Eligible Third-Party Candidate. Within two (2) Business Days of receipt of such CCR Acceptance Letter, the Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Trust under Section 15(dManager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Exchange ActControlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Majority of Controlling Class Members, as applicable, the Trustee shall deliver to each Noteholder, the Issuer, the Manager, the Back-Up Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all information received actions taken or not taken by it with respect to the Trust and its assets that has not been filed with the Commissionto, (iiii) an address and facsimile number the Applicable Procedures of the Clearing Agencies for the delivery of notices the CCR Election Notices and other correspondence the CCR Ballots to Note Owners of Notes of the Controlling Class and (ivii) a list the representations and warranties of officers or employees of such Person with whom the parties to this Agreement may deal (including their namesPersons submitting CCR Nominations, titles, work addresses CCR Ballots and facsimile numbers)CCR Acceptance Letters. (bh) Within ten Business Days The Servicer (or in its capacity as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesServicer and Control Party) of any change in shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under any other Transaction Document that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledgeknowledge and otherwise promptly upon request from a Master Servicer or a Special Servicer, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the such Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the General Special Servicer, whereupon (if the a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the General Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the General Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance holders of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Base Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates Notes representing more than 50% of the Outstanding Class Principal Balance of the Controlling ClassClass (the “Majority Controlling Class Noteholders”), (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by Responsible Officer of the Certificate Administrator Indenture Trustee receiving written notice that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuer, the Servicer, the Back-Up Manager and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee has Knowledge or identified thereto by the Depositary Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i), clause (ii) or clause (iii) above if the Depositary Participantscharges a fee for such identification, the Certificate Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbersemail addresses). Unless no other Notes are Outstanding, no Affiliate of the Issuer may act as, or vote its Notes in the selection of, the Controlling Class Representative. (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledgeKnowledge, the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee has Knowledge or identified thereto by the Depositary or the Depositary DTC Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes with no obligation to verify, confirm or otherwise review and with no liability therefor, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Base Indenture, the Back-Up Manager and the Servicer of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, the Back-Up Manager and to each Master Servicer and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Notes representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) [Reserved]. (f) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) of Certificates Notes of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower the Guarantor or an Obligor with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special ServicerServicer in writing, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust are Indenture Trustee is also a named parties party to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative)) the Servicer, the Special Servicer on behalf of the Trust Indenture Trustee and for the benefit of the Noteholders shall, subject to Section 6.03the Servicing Agreement, assume the defense (with any costs incurred in connection therewith being deemed to be reimbursable Additional Obligor Expenses) of any such claim against the Controlling Class Representative; provided, however, that no judgment against . (g) In the event any action under the Transaction Documents is at the direction of the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation any percentage of the Controlling Class RepresentativeClass, the Indenture Trustee shall identify, to the extent unknown by the party taking such action, the holders (or, in the case of Global Notes, to the extent actually known to certain designated officers of the Indenture Trustee or identified thereto by DTC, at the expense of the Noteholder or Note Owner if DTC charges a fee for such identification, the Note Owners) of the Controlling Class; provided that, the Noteholders and the Note Owners agree that the Indenture Trustee will not be held accountable by reason of any disclosure of such information.

Controlling Class Representative. (a) The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Outstanding Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the related Outstanding Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Indenture Trustee that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuer, Servicer and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i) and clause (iii) above if the Depositary Participantscharges a fee for such identification, the Certificate Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Indenture Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionTenant Site Assets or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers). No Affiliate of the Issuer may act as, or vote its Notes in the selection of, the Controlling Class Representative. (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledge, the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary or the Depositary DTC Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Indenture of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer and to each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower an Obligor with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust are Indenture Trustee is also a named parties party to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Indenture Trustee and for the benefit of the Noteholders shall, subject to Section 6.03the Servicing Agreement, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall (with any costs incurred in connection therewith being deemed to be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativereimbursable Additional Issuer Expenses).

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledgeknowledge and otherwise promptly upon request from a Master Servicer or the Special Servicer, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Within five (or5) Business Days following the occurrence of a CCR Re-Election Event or Annual Election Date, the Trustee shall deliver a notice to the Controlling Class Members, in the case form of Exhibit H attached hereto, through the Applicable Procedures of the applicable Clearing Agency with respect to Book-Entry CertificatesNotes and to the registered address of any Holders of Definitive Notes and shall post a notice to the Trustee’s password-protected internet website at xxx.xx.xxxxxxxxxx.xxx (together with a copy thereof to the ManagerManagers and the IssuerCo-Issuers), announcing that there will be an election of a Controlling Class Representativea CCR Election and soliciting nominations of candidates for the Controlling Class Representative (a “CCR Election Notice”). During any CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agencies for all Book-Entry Notes and the information contained in the Note Register from all Definitive Notes notices and communications. (b) Each Controlling Class Member will be allowed to nominate itself or one Eligible Third Party Candidate (as defined below) as a CCR Candidate (and will not be permitted to nominate any other Person as a CCR Candidate) by submitting a nomination directly to the Trustee in writing in the form of Exhibit I attached hereto (a “CCR Nomination”) within the period specified in such notice, which will be thirtyfive (305) Business Days after the date of the CCR Election Notice (such period, the Certificate Owners“CCR Nomination Period”). A candidate does not have to be a Controlling Class Member, but if it is not a Controlling Class Member, it must certify that (i) it is an established enterprise in the business of Certificates representing providing credit support, governance or other advisory services to holders of notes similar to the Notes issued by the Co-Issuers and (ii) not (w) a Competitor, (x) a Franchisee, (y) any of the certain disqualified Persons identified by the Manager to the Trustee on or before the Series 2018-1 Closing Date or (z) formed solely to act as the Controlling Class Representative (the candidate described in clauses (i) and (ii), an “Eligible Third-Party Candidate”). Each Controlling Class Member submitting a CCR Nomination shall represent that as of a date not more than 50% ten (10) Business Days prior to the date of the Class CCR Election Notice as determined by the Trustee,, (i) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Balance Amount of Notes of the Controlling Class specified by it in theits CCR Nomination; and (ii) the CCR Candidate that it has nominated pursuant to such CCR Nomination is either (A)is a Controlling Class Member or (B) an Eligible Third-Party Candidate; provided that, for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series.. CCR Nominations may be submitted by Controlling Class Members to the Trustee in pdf format via email at the email address for such purpose set forth in the CCR Election Notice, and no originals or medallion signature guarantees shall be required, and the Trustee will be entitled to conclusively rely on, and will be fully protected in accordance with this Section 3.23 relying on, CCR Nominations submitted in such manner. Each nomination shall include a contact for the CCR Candidate that will be available to select answer any questions raised by a representative Noteholder or Note Owner. Such contact information will be posted on the Trustee’s internet website. (c) Based upon the "CCR Nominations that are received by the Trustee by the endlast day of the CCR Nomination Period, (i) if no CCR Nomination has been received by the Trustee and there is no Controlling Class Representative", the Trustee shall notify the ManagerManagers, the IssuerCo- Issuers, the Servicer and the Controlling Class Members that no nominationsCCR Nominations have been received and that the electionno CCR Election will not be held, (ii) having if one or more CCR Nomination has been received by the rights Trustee, the Trustee shall prepare and powers specified send to each applicable Controlling Class Member a ballot in this Agreement the form of Exhibit J attached hereto (including those specified the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates), or (iii) in Section 3.24) the event of a CCR Re-election Event or upon the occurrence of an Annual Election Date, if no CCR Nominations areNomination has been received prior to replace an existing the end of the CCR Nomination Period, the currentby the Trustee and there is a Controlling Class Representative will remainat such time, the Person serving as the Controlling Class Representative and no further action will be taken with respect to such CCR Re-election Event or Annual Election Datewill be deemed re- elected and will continue to serve as the Controlling Class Representative; provided that, subject for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. Each Controlling Class Member shallmay, in its sole discretion, indicate its vote for Controlling Class Representativea CCR Candidate in a CCR Election by returning a completed CCR Ballot directly to the last sentence Trustee within tenfive (105) Business Days after the date of this Section 3.23(athe CCR Ballot (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), and such Controlling Class Member was the acquisition by ARCap CMBS Fund II REIT, Inc. owner or beneficial owner of the Certificates Outstanding Principal Amount of Notes of the Controlling ClassClass specified by such Controlling Class Member in the CCR Ballot, ARCap CMBS Fund II REITand including a notarization or medallion signature guarantee; provided that, Inc. for purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall serve be used in place of the Outstanding Principal Amount of such Series. CCR Ballots may be submitted by Controlling Class Members to the Trustee in pdf format via email at the email address for such purpose set forth in the CCR Ballots. (d) At the end of the CCR Election Period, the Trustee will tabulate the votes; provided that, for purposes of such tabulation of votes pursuant to this Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. If a CCR Candidate receives votes from the Majority of Controlling Class Members holding beneficial interests in excess of 50% of the Outstanding Principal Amount of Notes of the Controlling Class (or any beneficial interest therein) that are Outstanding as of the initial CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointedwill be elected the Controlling Class Representative. Upon Notes of the Controlling Class held by the Issuera Co-Issuer or any Affiliate of the IssuerCo-Issuers will not be considered Outstanding for such voting purposes. If the CCR Election Period results in a tie,two CCR Candidates both receive votes from Controlling Class Members owning (or owning any beneficial interest) exactly 50% of the CCR Voting Amount, the Co-Issuers (or the Managers on their behalf pursuant to the Management Agreements) shall select the Controlling Class Representative shall be the CCR Candidate chosen by the Manager from among thesuch CCR Candidates with the highest votes. In the event that the foregoing procedures do not result in an election of areceiving votes from Controlling Class Representative,Members owning (or owning any beneficial interest) exactly 50% of the CCR Voting Amount. If no CCR Candidate receives 50% of the CCR Voting Amount, the Trustee shall notify the ManagerManagers, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that noappointed Controlling Class Representative has been appointedwill not be elected. Until a CCR Re-election Event occurs and a Controlling Class Representative is elected or chosen pursuant to the terms set forth in this Article XI, (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Transaction Document shall be delivered to the Certificate AdministratorControl Party. No appointment The prior Controlling Class Representative (if any) will cease to be the Controlling Class Representative at the end of any Person CCR Election Period following a CCR Re-election Event (so long as a CCR Election is held at such time) unless it is re-elected as Controlling Class Representative after such CCR Election Period as described above, even if no candidate is elected as a successor Controlling Class Representative at the end of such CCR Election Period. Following a CCR Re-election Event, the Trustee shall repeat the election procedures described above. (e) In the event that a Controlling Class RepresentativeIf a CCR Candidate is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit K attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Personelected CCR Candidate for execution. No elected CCR Candidate shall be effective until appointed Controlling Class Representative unless it executes such Person provides the Certificate Administrator with CCR Acceptance Letter within fifteen (15) Business Days of its receipt thereof, pursuant to which it shall (i) written confirmation of its acceptance of such appointmentagree to act as the Controlling Class Representative, (ii) written confirmation of provide its agreement to keep confidential, for so long as reports are required name and contact information and permit such information to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed shared with the CommissionManagerManagers, the Securitization Entities, the Servicer, the Control Party, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is either a Controlling Class Member or an address and facsimile number for the delivery Eligible Third-Party Candidate. Within two (2) Business Days of notices and other correspondence and (iv) a list of officers or employees receipt of such Person with whom CCR Acceptance Letter, the parties Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to this Agreement may deal (including their namesthe ManagerRepresentative’s name and address, titlesto the Managers, work addresses the Securitization Entities, the Servicer, the Control Party, the Back-Up Manager, each Rating Agency and facsimile numbers)the Controlling Class Members. (bf) Within ten two (2) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any other change in the identity name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Responsible Officer Majority of the Certificate Administrator has actual knowledgeControlling Class Members, as applicable, the Certificate Administrator Trustee shall deliver to each Noteholder, the IssuerCo-Issuers, the ManagerManagers, the Back-Up Manager and the Servicer a notice setting forth the identityname and address of the Trustee, the Master Servicers and the Special Servicer the identity of the new Controlling Class Representative and a list of each Holder Representative. (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Ownerg) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificateson, and the Master Servicers and the Special Servicer shall each will be entitled to rely on such information provided fully protected in all actions taken or not taken by the Certificate Administrator it with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicerto, (i) the email information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agencies (and the registered address of any Holders of Definitive Notes) for delivery of the CCR Election Notices and the CCR Ballots to Note Owners of Notes of the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf representations and warranties of the Trust shallPersons submitting CCR Nominations, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.CCR Ballots and

Controlling Class Representative. (a) The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Outstanding Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the related Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 entitled, to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates Notes representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Indenture Trustee that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuer, Servicer and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i) and clause (iii) above if the Depositary Participantscharges a fee for such identification, the Certificate Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Indenture Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets and/or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers). No Affiliate of the Issuer may act as Controlling Class Representative. (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledge, knowledge the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary or the Depositary DTC Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Indenture of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, Indenture Trustee and to each Master Servicer and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Indenture Trustee and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of the Controlling Class, by aggregate Certificate Class Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) (with any costs incurred in connection therewith being deemed to be reimbursable Additional Issuer Expense) of Certificates Notes of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower an Obligor with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Indenture Trustee shall, subject to Section 6.03the Servicing Agreement, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Outstanding Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the related Outstanding Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 entitled, to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates Notes representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Indenture Trustee that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuer, Servicer and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known Known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i) and clause (iii) above if the Depositary Participantscharges a fee for such identification, the Certificate Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Indenture Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets and/or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers). No Affiliate of the Issuer may act as, or vote its Notes in the selection of, the Controlling Class Representative. (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledge, Knowledge the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known Known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary or the Depositary DTC Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Indenture of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer and to each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Indenture Trustee, the Special Servicer, each Master Servicer and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) of Certificates Notes of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower an Obligor with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Indenture Trustee and for the benefit of the Noteholders shall, subject to Section 6.03the Servicing Agreement, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall (with any costs incurred in connection therewith being deemed to be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativereimbursable Additional Issuer Expenses).

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the each, a "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall may include the designation of the Controlling Class Representative by the related Majority Controlling Class Certificateholder(s) Certificateholder by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until the Trustee has received confirmation that the appointment of such Controlling Class Representative is acceptable to the Majority Controlling Class Certificateholder and such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten Business Days (or as soon thereafter as practicable if . Anthracite shall be the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the initial Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver without any further notification or confirmation referred to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such eventparagraph. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REITCrystal River Capital, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REITCrystal River Capital, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Outstanding Notes represent more than 50% of the related Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 entitled, to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in the Servicing Agreement and this Agreement Indenture (including those specified in Section 3.2410.06) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Indenture Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates Outstanding Notes representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Indenture Trustee that the Controlling Class has changed, the Certificate Administrator Indenture Trustee shall promptly notify the Depositor Issuer, the Servicer and the Holders Noteholders (and, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i) and clause (iii) above if the Depositary Participantscharges a fee for such identification, the Certificate Note Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Indenture Trustee for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Indenture Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Trust and its assets that has not been filed with Notes, the CommissionAssets and/or the Servicing Agreement, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers). No Affiliate of the Issuer may act as Controlling Class Representative. (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesNotes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Indenture Trustee has actual knowledge, knowledge the Certificate Administrator Indenture Trustee shall deliver to each the Noteholders or Note Owners, as applicable, of the Trustee, the Master Servicers Controlling Class and the Special Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, to the extent actually known to a Responsible Officer of the Certificate Administrator Indenture Trustee or identified thereto by the Depositary or the Depositary Participants, each Certificate Note Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Indenture Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, subject to Section 5.062.06, by the Depositary or the Certificate Note Owners) of such CertificatesNotes, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Indenture Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders Noteholders (or, if applicable, Certificate Note Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Indenture Trustee shall notify the other parties to this Agreement Indenture of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, Indenture Trustee and to each Master Servicer and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate each Note Owner) of the Controlling Class. The Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of Certificates representing the Controlling Class whose Outstanding Notes represent more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Indenture Trustee and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.2310.05, each of the parties to this the Servicing Agreement and each Certificateholder Noteholder (or Certificate Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders Noteholders (or, in the case of Book-Entry CertificatesNotes, the Certificate Note Owners) of the Controlling Class, by aggregate Certificate Class Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Indenture Trustee and each other party to this the Servicing Agreement and each Holder Noteholder (or, in the case of Book-Entry CertificatesNotes, Certificate Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders Noteholders (or, if applicable, the Certificate Note Owners) (with any costs incurred in connection therewith being deemed to be reimbursable Additional Issuer Expenses) of Certificates Notes of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower the Guarantor or an Obligor with respect to this the Servicing Agreement or any particular Mortgage Loanthe Notes, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer Indenture Trustee and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Indenture Trustee shall, subject to Section 6.03the Servicing Agreement, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledgeknowledge and otherwise promptly upon request from either Master Servicer or either Special Servicer, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and each of the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the such Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the applicable Special Servicer, whereupon (if the such Special Servicer, a such Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the applicable Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the applicable Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders Within five (or5) Business Days after the Amendment Date or any CCR Re-election Event, the Trustee shall deliver a written notice to the Controlling Class Member (with copies to the Manager and the Co-Issuers) in the case form of Exhibit H attached hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Nomination Notice”). The Trustee will post the CCR Nomination Notice on its password-protected website at xxxx://xxx.xx.xxxxxxxxxx.xxx and deliver the CCR Nomination Notice (i) with respect to the Book-Entry CertificatesNotes, through the Applicable Procedures of the Clearing Agency and (ii) with respect to any Class A-1 Notes, via email to each Class A-1 Administrative Agent. In addition, the Certificate OwnersTrustee shall post the CCR Nomination Notice on its password-protected website at xxxx://xxx.xx.xxxxxxxxxx.xxx. Each Controlling Class Member shall be allowed to nominate itself as a CCR Candidate or may nominate one Eligible Third-Party Candidate as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate; provided that any nomination submitted by a Controlling Class Member may be submitted by means of the Applicable Procedures through its DTC custodian) by submitting a nomination to the Trustee in the form of Certificates representing Exhibit I attached hereto (a “CCR Nomination”) no later than 5:00 p.m. (New York City time) within the period specified in the CCR Nomination Notice, which will be five (5) Business Days from the date thereof (the “CCR Nomination Period”). A CCR Candidate does not have to be a Controlling Class Member, but if it is not a Controlling Class Member, it must certify that it (i) is an established enterprise in the business of providing credit support, governance or other advisory services to holders of notes similar to the Notes issued by the Co-Issuers and (ii) is not (w) a Competitor, (x) a Tax-Restricted Affiliate, (y) a Franchisee or (z) formed solely to act as the Controlling Class Representative (the candidate described in clauses (i) and (ii), an “Eligible Third-Party Candidate”). Each Controlling Class Member nominating a CCR Candidate shall also be required to represent and warrant that (i) as of a date not more than 50% five (5) Business Days prior to the date of the CCR Nomination Notice (each such date, a “CCR Nomination Record Date”), such Controlling Class Member was the Holder or Noteholder of the Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), its CCR Nomination and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as CCR Candidate nominated by such Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select Member is a Controlling Class RepresentativeMember or an Eligible Third-Party Candidate. Such notice shall CCR Nominations may be submitted by Controlling Class Members to the Trustee in pdf format via email at the email address for such purpose set forth in the process established by the Certificate Administrator for selecting a Controlling Class RepresentativeCCR Nomination Notice, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative and no originals, notarizations or medallion signature guarantees shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointmentrequired, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on, and will be fully protected in relying on, CCR Nominations submitted in such manner. Each nomination shall include a contact for the CCR Candidate, together with such contacts direct email and phone number. The contact must be available to answer any questions raised by a Noteholder or Note Owner. Such contact information will be posted on information provided the Trustee’s website. There shall be no minimum denomination required to be held by a Controlling Class Member for it to nominate itself or an Eligible Third-Party Candidate. In completing the CCR Nomination, the Controlling Class Member (or its DTC custodian on its behalf) shall certify that they have consulted with their nominee and that their nominee has confirmed that they are either a Controlling Class Member or an Eligible-Third Party Candidate and, if elected, are willing to serve as Controlling Class Representative. Each CCR Nomination shall become irrevocable upon receipt by the Holders Trustee of a valid and complete CCR Nomination. (b) Based upon the CCR Nominations that are received by the Trustee no later than 5:00 p.m. (New York City Time) on the last day of the CCR Nomination Period, (i) if no CCR Nomination has been received and there is no Controlling Class Representative, the Trustee shall deliver a notice in the form of Exhibit Q (a “Notice Regarding CCR Election”) to the Manager, the Co-Issuers, the Servicer, the Back-Up Manager and the Controlling Class Members that no CCR Nominations have been received and that no CCR Election will occur, (ii) if one or more nominations have been received, the Trustee shall prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit J attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, in if fewer than three (3) candidates are nominated, the case CCR Ballot shall list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of Bookthe CCR Nomination Period, the Trustee will deliver a Notice Regarding CCR Election to the Manager, the Co-Entry CertificatesIssuers, subject to Section 5.06the Control Party, by the Depositary or the Certificate Owners) of such Certificates, Back-Up Manager and the Master Servicers Controlling Class Members stating that no CCR Election will be held and that the Special Servicer shall each Person then serving as the current Controlling Class Representative will be entitled to rely on deemed reelected and will remain the Controlling Class Representative; provided that for such information provided by the Certificate Administrator nomination purposes, with respect to any obligation or right hereunder that Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Master Servicer or the Special ServicerSeries. Each Controlling Class Member may, as the case may bein its sole discretion, may have to deliver information or otherwise communicate with the indicate its vote for a CCR Candidate in an election for a Controlling Class Representative or any of the Holders (or, if applicable, Certificate Ownersa “CCR Election”) of the Controlling Class. In addition by returning a completed CCR Ballot directly to the foregoingTrustee no later than 5:00 p.m. (New York City time) within the time period specified in the CCR Ballot, within two which shall be five (25) Business Days of the selectiondate of the CCR Ballot (a “CCR Election Period”), resignation certifying that, as of the date of the CCR Ballot (a “CCR Election Period”), certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), it was the owner or removal beneficial owner (or the DTC custodian of a the owner or beneficial owner) of the Outstanding Principal Amount of Notes of the Controlling Class Representativespecified by such Controlling Class Member in the CCR Ballot, and including a notarization or medallion signature guarantee. In completing a CCR Ballot, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to Member (or its DTC custodian on its behalf) shall vote the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder full Outstanding Principal Amount (or, in with respect to Class A-1 Notes, the case Class A-1 Notes Voting Amount) of Book-Entry Certificates, Certificate Owner) Notes of the Controlling Class. The Holders (or, Class specified in the case CCR Ballot to one (1) candidate and, for the avoidance of Book-Entry Certificatesdoubt, no more than one (1) candidate shall be indicated per CUSIP. CCR Ballots may be submitted by Controlling Class Members to the Trustee in pdf format via email at the email address for such purpose set forth in the CCR Ballots, and no originals shall be required, and the Trustee shall be entitled to conclusively rely on, and shall be fully protected in relying on, CCR Ballots submitted in such manner. Each CCR Ballot shall become irrevocable upon receipt by the Trustee of a valid and complete CCR Ballot. At the end of the CCR Election Period, the Certificate OwnersTrustee shall tabulate the votes that were submitted no later than 5:00 p.m. (New York City time) on the last day of Certificates the CCR Election Period. If both (i) the CCR Voting Amount is greater than or equal to the CCR Quorum Amount and (ii) a CCR Candidate receives votes representing more than in excess of 50% of the Class Principal Balance of the Controlling Class shall CCR Voting Amount, such CCR Candidate will be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of elected the Controlling Class Representative.

Controlling Class Representative. (a) Within five (5) Business Days following the Closing Date, the Trustee shall deliver a notice in the form of Exhibit E attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee’s password-protected website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative and offering Controlling Class Members the opportunity to provide the Trustee with their contact information in writing within ten (10) Business Days of the date of such notice should they wish to participate in the election (such election, the “Initial CCR Election”). The Holders Trustee shall provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to the Manager and Brand Holdings II upon request. During the Initial CCR Election, any notices and communications required to be sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (orand not through the Applicable Procedures of the Clearing Agency). During any subsequent CCR Election, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agency for all such notices and communications. (b) Within 30 days after the Closing Date or any CCR Re-election Event, the Trustee will send to each of the Controlling Class Members a written notice (with copies to the Manager and Brand Holdings II) in the form attached as Exhibit F hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate one CCR Candidate by submitting a nomination in the form attached as Exhibit G hereto (a “CCR Nomination”) within either (i) in the case of Book-Entry Certificatesthe Initial CCR Election, ten (10) Business Days of the date of the CCR Election Notice, or (ii) in the case of any subsequent election, thirty (30) calendar days (such period, as applicable, the Certificate Owners“CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that (i) as of Certificates representing (A) for the Initial CCR Election, the Closing Date or (B) in the case of any subsequent election, a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee (either such date, the “Nomination Record Date”) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Amount of Notes of the Controlling Class specified by it in the CCR Nomination; and (ii) the CCR Candidate that it has nominated pursuant to such CCR Nomination is either (A) a Controlling Class Member or (B) an Eligible Third-Party Candidate; provided, that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to any Series of Class A-1 Senior Notes Outstanding, the Class A-1 Senior Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (c) Within three Business Days following the end of the CCR Nomination Period, the Trustee shall either (i) notify the Manager, Brand Holdings II, the Servicer and the Controlling Class Members that no nominations have been received and that the election will not be held, or (ii) prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit H attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if less than three (3) candidates are nominated, the CCR Ballot will list all candidates). Each Controlling Class Member shall, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee within (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Ballot or (ii) in the case of any subsequent election, within thirty (30) calendar days (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Senior Notes Outstanding, the Class A-1 Senior Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (d) If a CCR Candidate receives votes from Controlling Class Members holding beneficial interests in more than 50% of the Class Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative"or any beneficial interest therein) having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. that are Outstanding as of the Certificates CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) Notes of the Controlling Class that they may select a Controlling Class Representative. Such notice as of the CCR Voting Record Date), such CCR Candidate shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of be appointed the Controlling Class Representative by the Majority Trustee promptly after the conclusion of the CCR Election Period. Notes of the Controlling Class Certificateholder(s) held by a writing delivered to the Certificate Administrator. No appointment any Co-Issuer or any Affiliate of any Person as Co-Issuer will not be considered Outstanding for such voting purposes. If the CCR Election Period results in a successor tie, the Manager shall select the new Controlling Class Representative from among the candidates with the highest votes. If the procedures described in this Section 11.1 do not result in an election of a Controlling Class Representative, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members that no Controlling Class Representative shall be effective appointed, and the Control Party will exercise the consent and waiver rights of the Controlling Class Representative until a CCR Re-election Event occurs and a new Controlling Class Representative is elected. (e) In the event that a Controlling Class Representative is elected pursuant to Section 11.1(d) or the Trustee appoints a Controlling Class Representative at the direction of the Manager pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit I attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person provides the Certificate Administrator with shall be appointed Controlling Class Representative unless it executes such CCR Acceptance Letter, pursuant to which it shall (i) written confirmation of its acceptance of such appointmentagree to act as the Controlling Class Representative, (ii) written confirmation of provide its agreement to keep confidential, for so long as reports are required name and contact information and permit such information to be filed shared with respect the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members and (iii) represent and warrant that it is either a Controlling Class Member or an Eligible Third-Party Candidate. Within two (2) Business Days of receipt of the acceptance letter, the Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Trust under Section 15(dManager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Exchange ActControlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Controlling Class Majority, as applicable, the Trustee shall deliver to each Noteholder, the Co-Issuers, the Manager, the Back-Up Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all information received actions taken or not taken by it with respect to, (i) the Initial Controlling Class Member List for purposes of identifying the recipients of the CCR Election Notices and CCR Ballots and all subsequent communications related to the Trust Initial CCR Election, (ii) with respect to any subsequent election of a Controlling Class Representative, the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and its assets that has not been filed with CCR Ballots to Note Owners of Notes of the Commission, Controlling Class and (iii) an address the representations and facsimile number for warranties of the delivery of notices Persons submitting CCR Nominations, CCR Ballots and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)CCR Acceptance Letters. (bh) Within ten Business Days The Servicer (or in its capacity as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesServicer and Control Party) of any change in shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential nonpublic information.

Controlling Class Representative. (a) The Holders Within five (5) Business Days following the occurrence of a CCR Re-Election Event or, prior to the 2022 Springing Amendments Implementation Date, Annual Election Date, the Trustee shall deliver a notice to the Controlling Class Members (together with a copy thereof to the Managers and the Co-Issuers), in the case form of Exhibit H attached hereto, announcing an election of, and soliciting nominations of candidates for, the Controlling Class Representative (a “CCR Nomination Notice”) on its password-protected internet website at xxx.xx.xxxxxxxxxx.xxx, and deliver the CCR Nomination Notice (i) with respect to the Book-Entry CertificatesNotes, through the Applicable Procedures of DTC and (ii) with respect to any Class A-1 Notes, via email to each Class A-1 Administrative Agent. During any CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agencies for all Book-Entry Notes and the information contained in the Note Register from all Definitive Notes notices and communications. (b) Each Controlling Class Member will be allowed to nominate itself or one Eligible Third Party Candidate (as defined below) as a CCR Candidate (and will not be permitted to nominate any other Person as a CCR Candidate; provided, however, that any nomination submitted by a Controlling Class Member may be submitted by means of the Applicable Procedures through its DTC custodian) by submitting a nomination directly to the Trustee in writing in the form of Exhibit I attached hereto (a “CCR Nomination”) no later than 5:00 p.m. (New York City time) within the period specified in the CCR Nomination Notice, which will be five (5) Business Days after the date of the CCR Nomination Notice (such period, the Certificate Owners“CCR Nomination Period”). A candidate does not have to be a Controlling Class Member, but if it is not a Controlling Class Member, it must certify that (i) it is an established enterprise in the business of Certificates representing providing credit support, governance or other advisory services to holders of notes similar to the Notes issued by the Co-Issuers and (ii) not (w) a Competitor, (x) a Franchisee, (y) any of the certain disqualified Persons identified by the Manager to the Trustee on or before the Series 2018-1 Closing Date or (z) formed solely to act as the Controlling Class Representative (the candidate described in clauses (i) and (ii), an “Eligible Third-Party Candidate”). Each Controlling Class Member submitting a CCR Nomination shall represent and warrant that as of a date not more than 50% ten (10) Business Days prior to the date of the Class CCR Nomination Notice (each such date, a “CCR Nomination Record Date”), (i) it was the Note Owner or Noteholder (or the DTC custodian of the Note Owner or Noteholder), as applicable, of the Outstanding Principal Balance Amount of Notes of the Controlling Class specified in its CCR Nomination and (ii) the CCR Candidate is a Controlling Class Member or an Eligible Third-Party Candidate. CCR Nominations may be submitted by Controlling Class Members (or its DTC custodian on its behalf) to the Trustee in pdf format via e-mail at the e-mail address for such purpose set forth in the CCR Nomination Notice, and no originals, notarizations or medallion signature guarantees shall be required, and the Trustee will be entitled to conclusively rely on, and will be fully protected in accordance relying on, CCR Nominations submitted in such manner. Each nomination must include a contact for the CCR Candidate together with this Section 3.23 such contact’s direct email and phone number. The contact must be available to select answer any questions raised by a representative Noteholder or Note Owner. Such contact information will be posted on the Trustee’s internet website. For the avoidance of doubt, there is no minimum denomination required to be held by a Controlling Class Member for it to nominate itself or an Eligible Third-Party Candidate. Each CCR Nomination shall become irrevocable upon receipt by the Trustee of a valid and complete CCR Nomination. (c) Based upon the "CCR Nominations that are received by the Trustee no later than 5:00 p.m. (New York City time) on the last day of the CCR Nomination Period, (i) if no CCR Nomination has been received by the Trustee and there is no Controlling Class Representative", the Trustee shall notify the Managers, the Co-Issuers, the Servicer, the Back-Up Manager and the Controlling Class Members that no CCR Nominations have been received and that no CCR Election will be held, (ii) having if one or more CCR Nominations have been received by the rights Trustee, the Trustee shall prepare and powers specified send to each applicable Controlling Class Member a ballot in this Agreement the form of Exhibit J attached hereto (including those specified in Section 3.24the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates), or (iii) if no CCR Nomination has been received by the Trustee and there is a Controlling Class Representative at such time, the Person serving as the Controlling Class Representative will be deemed re-elected and will continue to replace an existing serve as the Controlling Class Representative; provided that, subject for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. Each Controlling Class Member (or its DTC custodian on its behalf) may, in its sole discretion, indicate its vote for a CCR Candidate in a CCR Election by returning a completed CCR Ballot directly to the last sentence Trustee no later than 5:00 p.m. (New York City time) within the time period specified in the CCR Ballot, which will be five (5) Business Days after the date of this the CCR Ballot (a “CCR Election Period”) certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner (or the DTC custodian of the owner or beneficial owner) of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot, and including a notarization or medallion signature guarantee; provided that, for purposes of such certification and the tabulation of votes pursuant to Section 3.23(a11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. In completing a CCR Ballot, the Controlling Class Member (or its DTC custodian on its behalf) shall vote the full Outstanding Principal Amount (or, with respect to Class A-1 Notes, the Class A-1 Notes Voting Amount) of Notes of the Controlling Class specified in the CCR Ballot to one (1) candidate and, for the avoidance of doubt, no more than one (1) candidate shall be indicated per CUSIP. CCR Ballots may be submitted by Controlling Class Members to the Trustee in pdf format via e-mail at the e-mail address for such purpose set forth in the CCR Ballots, and no originals shall be required, and the acquisition Trustee will be entitled to conclusively rely on, and will be fully protected in relying on, CCR Ballots submitted in such manner. Each CCR Ballot shall become irrevocable upon receipt by ARCap CMBS Fund II REIT, Inc. the Trustee of a valid and complete CCR Ballot. (d) At the end of the Certificates CCR Election Period, the Trustee will tabulate the votes based on the CCR Ballots that it received no later than 5:00 p.m. (New York City time) on the last day of the CCR Election Period; provided that, for purposes of such tabulation of votes pursuant to this Section 11.1(d), with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. If a CCR Candidate receives votes from the Majority of Controlling ClassClass Members, ARCap CMBS Fund II REIT, Inc. shall serve as such CCR Candidate will be elected the initial Controlling Class Representative. Upon Notes of the Controlling Class held by a Co-Issuer or any Affiliate of the Co-Issuers will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members owning (or owning any beneficial interest) exactly 50% of the CCR Voting Amount, the Co-Issuers (or the Managers on their behalf pursuant to the Management Agreements) shall select the Controlling Class Representative from among such CCR Candidates receiving votes from Controlling Class Members owning (or owning any beneficial interest) exactly 50% of the CCR Voting Amount. If no CCR Candidate receives 50% of the CCR Voting Amount, the Trustee shall notify the Managers, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that a Controlling Class Representative will not be elected. Until a CCR Re-election Event occurs and a Controlling Class Representative is elected or chosen pursuant to the terms set forth in this Article XI, (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Transaction Document shall be delivered to the Certificate AdministratorControl Party. No appointment The prior Controlling Class Representative (if any) will cease to be the Controlling Class Representative at the end of any Person CCR Election Period following a CCR Re-election Event (so long as a CCR Election is held at such time) unless it is re-elected as Controlling Class Representative after such CCR Election Period as described above, even if no candidate is elected as a successor Controlling Class Representative at the end of such CCR Election Period. Following a CCR Re-election Event, the Trustee shall repeat the election procedures described above. (e) If a CCR Candidate is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit K attached hereto (a “CCR Acceptance Letter”) to such elected CCR Candidate for execution. No elected CCR Candidate shall be effective until appointed Controlling Class Representative unless it executes such Person provides the Certificate Administrator with CCR Acceptance Letter within fifteen (15) Business Days of its receipt thereof, pursuant to which it shall (i) written confirmation of its acceptance of such appointmentagree to act as the Controlling Class Representative, (ii) written confirmation of provide its agreement to keep confidential, for so long as reports are required name and contact information and permit such information to be filed shared with the Managers, the Securitization Entities, the Servicer, the Control Party, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member or Eligible Third-Party Candidate. Within two (2) Business Days of receipt of such CCR Acceptance Letter, the Trustee shall promptly forward copies thereof, or provide the new Controlling Class Representative’s name and contact information, to the Managers, the Securitization Entities, the Servicer, the Control Party, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative, the Trustee shall deliver a copy of such notice to the Co-Issuers, the Managers, the Back-Up Manager and the Servicer. The Trustee will post such notice on its password-protected website at xxxx://xxx.xx.xxxxxxxxxx.xxx and deliver such notice i) with respect to the Trust under Section 15(dBook-Entry Notes, through the Applicable Procedures of DTC and (ii) of the Exchange Actwith respect to any Class A-1 Notes, via email to each Class A-1 Administrative Agent. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all information received actions taken or not taken by it with respect to the Trust and its assets that has not been filed with the Commissionto, (iiii) an the e-mail information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agencies (and the registered address and facsimile number of any Holders of Definitive Notes) for the delivery of notices the CCR Nomination Notices and other correspondence the CCR Ballots to Note Owners of Notes of the Controlling Class and (ivii) a list the representations and warranties of officers or employees of such Person with whom the parties to this Agreement may deal (including their namesPersons submitting CCR Nominations, titles, work addresses CCR Ballots and facsimile numbers)CCR Acceptance Letters. (bh) Within ten Business Days Each of the Servicer (or in its capacity as soon thereafter as practicable if Servicer and Control Party) and the Controlling Class consists of BookBack-Entry Certificates) of any change in Up Manager shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under any other Transaction Document that such Master the Servicer (in its capacity as Servicer and Control Party) or the Special ServicerBack-Up Manager, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManagers, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall may include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) Certificateholder by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). Subject to the preceding sentence, Allied Capital Corporation shall serve as the initial Controlling Class Representative. (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledgeknowledge and otherwise promptly upon request from any Master Servicer or Special Servicer, the Certificate Administrator Trustee shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and each of the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the applicable Special Servicer, whereupon (if the such Special Servicer, a such Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Trustee or the Trust are also named parties to the same action and, in the sole judgment of the applicable Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issuematter, and (ii) there is no potential for the a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Trustee or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the applicable Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "“Controlling Class Representative"”) having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Centerline REIT Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Centerline REIT Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer Servicers the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the a Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer Servicers shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the such Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the each Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer, the applicable Primary Servicer, the applicable Special Servicer and (in any case) the General Special Servicer, whereupon (if the a Special Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator, the Trustee, the any Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the General Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the a Special Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator, the Trustee, the any Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the General Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) Within five (5) Business Days following the Closing Date, the Trustee shall deliver a notice in the form of Exhibit G attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee's internet website at wxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative and offering Controlling Class Members the opportunity to provide the Trustee with their contact information in writing within ten (10) Business Days of the date of such notice should they wish to participate in the election (such election, the “Initial CCR Election”). The Holders Trustee shall provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to the Manager and the Master Issuer upon request. During the Initial CCR Election, any notices and communications required to be sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (orand not through the Applicable Procedures of the Clearing Agency). During any subsequent CCR Election, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agency for all such notices and communications. (b) Within 30 days after the Closing Date or any CCR Re-election Event, the Trustee will send to each of the Controlling Class Members a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit H hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate one CCR Candidate by submitting a nomination in the form attached as Exhibit I hereto (a “CCR Nomination”) within either (i) in the case of Book-Entry Certificatesthe Initial CCR Election, ten (10) Business Days of the date of the CCR Election Notice, or (ii) in the case of any subsequent election, thirty (30) calendar days (such period, as applicable, the Certificate Owners“CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that (i) as of Certificates representing (A) for the Initial CCR Election, the Closing Date or (B) in the case of any subsequent election, a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee (either such date, the “Nomination Record Date”) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Amount of Notes of the Controlling Class specified by it in the CCR Nomination; and (ii) the CCR Candidate that it has nominated pursuant to such CCR Nomination is either (A) a Controlling Class Member or (B) an Eligible Third-Party Candidate; provided, that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to any Series of Class A-1 Senior Notes Outstanding, the Class A-1 Senior Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (c) Within three Business Days following the end of the CCR Nomination Period, the Trustee shall either (i) notify the Manager, the Master Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that the election will not be held, or (ii) prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit J attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if less than three (3) candidates are nominated, the CCR Ballot will list all candidates). Each Controlling Class Member shall, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee within (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Ballot or (ii) in the case of any subsequent election, within thirty (30) calendar days (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Senior Notes Outstanding, the Class A-1 Senior Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (d) If a CCR Candidate receives votes from Controlling Class Members holding beneficial interests in at least 50% of the Class Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative"or any beneficial interest therein) having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. that are Outstanding as of the Certificates CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) Notes of the Controlling Class that they may select a Controlling Class Representative. Such notice as of the CCR Voting Record Date), such CCR Candidate shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of be appointed the Controlling Class Representative by the Majority Trustee promptly after the conclusion of the CCR Election Period. Notes of the Controlling Class Certificateholder(s) held by a writing delivered any Co-Issuer or any Affiliate of any Co-Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Trustee shall appoint one of such CCR Candidates as the Controlling Class Representative at the direction of the Manager, pursuant to the Certificate AdministratorManagement Agreement. No appointment In the event that no CCR Candidate receives 50% of any Person as a successor the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agencies and the Controlling Class Members that no Controlling Class Representative shall be effective until such Person provides appointed, and the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to Control Party will assume the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (b) Within ten Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity duties of the Controlling Class Representative of which until a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of BookCCR Re-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that such Master Servicer or the Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such eventelection Event occurs. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in On the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of Closing Date and at any time when no Person is serving as the Controlling Class shall be entitled Representative in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided thatArticle XI, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard; provided that the Control Party shall have no obligations to interact with any Holders (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Related Document shall be delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)Control Party. (b) Within ten five (5) Business Days after the Closing Date or any other CCR Re-election Event, the Trustee shall send via email to the Class A-1 Administrative Agent and via the Applicable Procedures of the Clearing Agency with respect to the Class A-2 Notes a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit E hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as soon thereafter a CCR Candidate) by submitting a nomination to the Trustee in the form attached as practicable if Exhibit F hereto (a “CCR Nomination”) certifying that, as of a date not more than five (5) Business Days prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder of the Outstanding Principal Amount of Notes of the Controlling Class consists specified in its CCR Nomination and that it is not a Competitor; provided that for purposes of Booksuch nomination and determining the CCR Candidates pursuant to Section 11.1(c), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any nomination to be valid, the CCR Nomination shall be delivered to the Trustee within five (5) Business Days of the date of the CCR Election Notice (such period, the “CCR Nomination Period”). (c) Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (i) if no nomination has been received and there is no Controlling Class Representative, the Trustee shall notify the Manager, the Master Issuer, the Servicer, the Back-Entry CertificatesUp Manager and the Controlling Class Members that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee shall prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit G attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed reelected and will remain the Controlling Class Representative. Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be delivered to the Trustee within five (5) Business Days of the date of such CCR Ballot (such period a “CCR Election Period”). (d) If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes), in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Master Issuer or any Affiliate of the Master Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative shall be the CCR Candidate chosen by the Master Issuer (or the Manager on its behalf pursuant to the Management Agreement). In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party. (e) In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit H attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within five (5) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of Controlling Class Representative shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member and not a Competitor. Within two (2) Business Days of receipt of the executed CCR Acceptance Letter, the Trustee shall promptly forward copies thereof, or provide the new Controlling Class Representative’s identity and contact information to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative, the Trustee shall deliver to the Noteholder via the Applicable Procedures of the Clearing Agency, the Class A-1 Administrative Agent, the Master Issuer, the Manager, the Back-Up Manager and the Servicer a notice setting forth the name and address of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the email information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Holders and beneficial owners of the Controlling Class and (ii) with respect to all CCR Re-election Events, the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. (h) The Servicer (in its capacity as Servicer and Control Party) and the Back-Up Manager shall each be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under the other Related Documents that such Master the Servicer (in its capacity as Servicer and Control Party) or the Special ServicerBack-Up Manager, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders (or, in On the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of Closing Date and at any time when no Person is serving as the Controlling Class shall be entitled Representative in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided thatArticle XI, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard; provided that the Control Party shall have no obligations to interact with any Holders (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Transaction Document shall be delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)Control Party. (b) Within thirty (30) days after the Closing Date or any CCR Re-election Event, the Trustee will send via email to the Class A-1 Administrative Agent and via the Applicable Procedures of the Clearing Agency with respect to the Class A-2 Notes a written notice (with copies to the Manager and the Issuer) in the form Exhibit F attached hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form Exhibit G attached hereto (a “CCR Nomination”), certifying that, as of a date not more than ten (10) Business Days (prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder or as soon thereafter as practicable if Noteholder of the Outstanding Principal Amount of Notes of the Controlling Class consists specified in its CCR Nomination and that it is not a Competitor; provided that for purposes of Booksuch nomination and determining the CCR Candidates pursuant to the Base Indenture, with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount will be used in place of the Outstanding Principal Amount of such Series. For any nomination to be valid, the CCR Nomination will be delivered to the Trustee within thirty (30) calendar days of the date of the CCR Election Notice (such period, the “CCR Nomination Period”). (c) Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (i) if no nomination has been received and there is no Controlling Class Representative, the Trustee will notify the Manager, the Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee will prepare and send to each applicable Controlling Class Member a ballot in the form Exhibit H attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed reelected and will remain the Controlling Class Representative. Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount will be used in place of the Outstanding Principal Amount of such Series. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be delivered to the Trustee within thirty (30) calendar days of the date of such CCR Ballot (such period, a “CCR Election Period”). (d) If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes), in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate will be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Issuer or any Affiliate of the Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative will be the CCR Candidate chosen by the Issuer (or the Manager on its behalf pursuant to the Management Agreement). In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Entry CertificatesUp Manager, the Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party will exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Transaction Document will be delivered to the Control Party. (e) In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to Section 11.1(d), the Trustee will forward an acceptance letter in the form of Exhibit I attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person will be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of Controlling Class Representative will (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member and not a Competitor. Within two (2) Business Days of receipt of the executed CCR Acceptance Letter, the Trustee will promptly forward copies thereof, or provide the new Controlling Class Representative’s identity and contact information to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative, the Trustee will deliver to the Noteholders via the Applicable Procedures of the Clearing Agency, the Class A-1 Administrative Agent, the Issuer, the Manager, the Back-Up Manager and the Servicer a notice setting forth the name and address of the new Controlling Class Representative. (g) The Trustee will be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the email information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to holders and beneficial owners of the Controlling Class and (ii) with respect to all CCR Re-election Events, the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. The Servicer (in its capacity as Servicer and Control Party) will be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder under the Indenture and the other Transaction Documents that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) Noteholders of the Controlling Class, with no liability to it for such reliance. In addition to the foregoing, within two The Servicer (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign in its capacity as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate OwnerControl Party) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall will be entitled to rely on such selection unless a majority the identity of the Holders Controlling Class Representative provided by the Trustee with respect to any obligation or right hereunder or under any other Transaction Document that the Servicer (or, in its capacity as Servicer and Control Party) may have to deliver information or otherwise communicate with the case Controlling Class Representative or any of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balancewith no liability to it for such reliance. Subject to the terms hereunder, or such each Controlling Class Representative, as applicable, shall have notified Representative will be entitled to instruct the Certificate Administrator and each other party Control Party with respect to this Agreement and each Holder (or, in the case approval of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Consent Requests. The Controlling Class Representative. (e) Any and all expenses Representative will be authorized to approve Consent Requests other than Consent Requests that can be approved by the Control Party without the consent of any Noteholders or the Controlling Class Representative shall be borne by and Consent Requests that expressly require the Holders (orconsent of Noteholders pursuant to the terms hereunder and the other Transaction Documents. However, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by does not reject or approve a Borrower with respect Consent Request within ten (10) Business Days following delivery of a Consent Request and the related Consent Recommendation to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (or if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the there is no Controlling Class Representative had acted in good faithat such time (including, without negligence or willful misfeasancelimitation, with regard prior to the particular matter at issuefirst CCR Election Period, and prior during any CCR Election Period (ii) to the extent there is no potential for not at such time an elected Controlling Class Representative) or following the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards resignation and removal of the Controlling Class Representative), the Special Servicer on behalf Control Party will be authorized (but not required) to implement such Consent Request in accordance with the Servicing Standard, whether or not the Indenture or any Transaction Document indicates that the Control Party is required to act with the consent or at the direction of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; providedRepresentative with respect to any specific matter relating to such Consent Request, however, that no judgment against other than with respect to the waiver of any Servicer Termination Events. (h) The Controlling Class Representative shall be payable out of entitled to receive from the Trust FundTrustee, upon request, any memoranda delivered to the Trustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in form and substance satisfactory to the Manager, and such confidentiality agreement remains in effect. This provision Any such memoranda shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativebe deemed to contain confidential information.

Controlling Class Representative. (a) The Holders (or, in On the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of Closing Date and at any time when no Person is serving as the Controlling Class shall be entitled Representative in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided thatArticle XI, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard; provided that the Control Party shall have no obligations to interact with any Holders (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Related Document shall be delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)Control Party. (b) Within ten Business Days thirty (30) days after the Closing Date or as soon thereafter as practicable if any CCR Re-election Event, the Trustee shall send via email to the Class A-1 Administrative Agent and via the Applicable Procedures of the Clearing Agency with respect to the Controlling Class consists of Members holding Book-Entry CertificatesNotes a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit E hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form attached as Exhibit F hereto (a “CCR Nomination”) certifying that, as of a date not more than ten (10) Business Days prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder of the Outstanding Principal Amount of Notes of the Controlling Class specified in its CCR Nomination and that it is not a Competitor; provided that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.01(c), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any nomination to be valid, the CCR Nomination shall be delivered to the Trustee within thirty (30) calendar days of the date of the CCR Election Notice (such period, the “CCR Nomination Period”). (c) Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (i) if no nomination has been received and there is no Controlling Class Representative, the Trustee shall notify the Manager, the Master Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee shall prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit G attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed reelected and will remain the Controlling Class Representative. Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.01(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be delivered to the Trustee within thirty (30) calendar days of the date of such CCR Ballot (such period a “CCR Election Period”). (d) If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes), in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Master Issuer or any Affiliate of the Master Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative shall be the CCR Candidate chosen by the Master Issuer (or the Manager on its behalf pursuant to the Management Agreement). In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party. (e) In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to Section 11.01(d) or Section 11.01(j), the Trustee shall forward an acceptance letter in the form of Exhibit H attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of Controlling Class Representative shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members, (iii) represent and warrant that it is a Controlling Class Member and not a Competitor and (iv) in the event that such Person subsequently ceases to be a Controlling Class Member, covenant to provide written notice thereof to the Trustee within one (1) Business Day of ceasing to be a Controlling Class Member. Within two (2) Business Days of receipt of the executed CCR Acceptance Letter, the Trustee shall promptly forward copies thereof, or provide the new Controlling Class Representative’s identity and contact information to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative, the Trustee shall deliver to the Noteholder via the Applicable Procedures of the Clearing Agency, the Class A-1 Administrative Agent, the Master Issuer, the Manager, the Back-Up Manager and the Servicer a notice setting forth the name and address of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the email information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Holders and beneficial owners of the Controlling Class and (ii) with respect to all CCR Re-election Events, the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. (h) The Servicer (in its capacity as Servicer and Control Party) shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under the other Related Documents that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) Noteholders of the Controlling Class. In addition , with no liability to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of it for such eventreliance. (ci) A The Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, receive from the Trustee, upon request, any memoranda delivered to the Special ServicerTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, each Master Servicer in form and substance satisfactory to the Manager, and such existing Controlling Class Representativeconfidentiality agreement remains in effect. Any such memoranda shall be deemed to contain confidential information. (dj) Once a If no Controlling Class Representative has been selected elected, deemed elected or chosen pursuant to Section 11.01(d) or this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class11.01(j), and not by the Trust. Notwithstanding the foregoinga Rapid Amortization Event, if a claim Potential Rapid Amortization Event, a Manager Termination Event, a Potential Manager Termination Event, an Event of Default and/or a Default has occurred and is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loancontinuing, the Controlling Class Representative shall immediately notify may be appointed by a Majority of Controlling Class Members without complying with the Certificate Administrator, requirements set forth in clauses (b) through (d) of this Section 11.01 by delivery of an ad hoc ballot to the Trustee, the applicable Master Servicer Trustee and the Special ServicerControl Party, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties to the same action and, which shall be in the sole judgment form of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party in such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class RepresentativeExhibit K attached hereto.

Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class whose Certificates representing represent more than 50% of the Class related aggregate Certificate Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the ------------ "Controlling Class Representative") having the rights and powers specified in -------------------------------- this Agreement (including those specified in Section 3.24) or to replace an ------------ existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator Trustee of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Certificate Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator Trustee that the Controlling Class has changed, the Certificate Administrator Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository, at the expense of the Certificateholder or Certificate Owner requesting information with respect to clause (i) and clause ---------- ------ (iii) above if the Depository charges a fee for such identification, or the Depositary ----- Depository Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator Trustee for selecting a Controlling Class Representative, which process shall may include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) Certificateholder by a writing delivered to the Certificate AdministratorTrustee. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator Trustee with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to that it will keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Certificates, the Trust and its assets that has not been filed with the CommissionFund and/or this Agreement, (iii) an address and facsimile telecopy number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile telecopy numbers). (b) Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator Trustee has actual knowledge, knowledge the Certificate Administrator Trustee shall deliver to each the Holders or Certificate Owners, as applicable, of the TrusteeControlling Class, the Master Servicers Servicer and the Special Servicer the identity of the new Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator Trustee or identified thereto by the Depositary Depository or the Depositary Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator Trustee shall be entitled to rely conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary Depository or the ------------ Certificate Owners) of such Certificates, and the Master Servicers Servicer and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder that such Master the Servicer or and the Special Servicer, as the case may be, Servicer may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator Trustee shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Trustee and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Certificate Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer Trustee and to such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each ------------ Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator Trustee and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative. (e) Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the TrustTrust Fund. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular the Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, the Trustee, the applicable Master Servicer and the Special Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust Fund are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misfeasancemisconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent Servicer or the Trust to be an adverse party in such action as regards the Controlling Class Representative), ) the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of any such claim against the Controlling ------------ Class Representative; provided, however, that no judgment against the Controlling Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

Controlling Class Representative. (a) The Holders (or, in On the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Closing Date and until a Controlling Class Representative shall be entitled in accordance with this Section 3.23 have been elected pursuant to select a representative (the "Controlling Class Representative") having the rights and powers specified terms set forth in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided thatArticle XI, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard; provided that the Control Party shall have no obligations to interact with any Noteholders and/or Note Owners (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Related Document shall be delivered to the Certificate AdministratorControl Party. No appointment On the Closing Date, the initial purchasers of any Person as the Notes will use commercially reasonable efforts to provide the Trustee with the Initial Controlling Class Member List. Within five (5) Business Days following the Closing Date, the Trustee shall deliver a successor notice in the form of Exhibit E attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee’s internet website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative shall be effective until such Person provides and offering Controlling Class Members the Certificate Administrator opportunity to provide the Trustee with their contact information in writing within ten (i10) written confirmation Business Days of its acceptance the date of such appointmentnotice should they wish to participate in the election (such election, (ii) written confirmation of its agreement the “Initial CCR Election”). The Trustee shall provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to keep confidentialthe Manager and the Master Issuer upon request. During the Initial CCR Election, for so long as reports are any notices and communications required to be filed sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members solely at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List (and the Trustee shall have no responsibility for the accuracy or effectiveness thereof) and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (and not through the Applicable Procedures of the Clearing Agency). The Trustee shall be entitled to conclusively rely on any communications from Controlling Class Members received from email addresses specifically set forth on the Initial Controlling Class Member List. To the extent the Trustee receives communications from individuals not listed on the Initial Controlling Class Member List, even if from the same institutions, the Trustee shall not consider such communication a valid communication. During any subsequent CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Trust under Section 15(d) Applicable Procedures of the Exchange Act, Clearing Agency for all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of such notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)communications. (b) Within ten Business Days thirty (30) days after the Closing Date or as soon thereafter as practicable if any CCR Re-election Event, the Trustee will either send to each of the Controlling Class consists Members for which it has obtained contact information (in the case of Book-Entry Certificatesthe Initial CCR Election and with respect to any Noteholder of a Class A-1 Note) or send via the Applicable Procedures of the Clearing Agency (with respect to any other CCR Election) a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit F hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form attached as Exhibit G hereto (a “CCR Nomination”) within either (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Election Notice, or (ii) in the case of any subsequent election, thirty (30) calendar days (such period, as applicable, the “CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that as of (A) for the Initial CCR Election, the Closing Date or (B) in the case of any subsequent election, a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Amount of Notes of the Controlling Class specified by it in the CCR Nomination; provided, that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(b), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (c) Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (i) the Trustee shall notify the Manager, the Master Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that the election will not be held, (ii) the Trustee shall prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit H attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) in the event of a CCR Re-election Event or upon the occurrence of an Annual Election Date, if no CCR Nominations are received prior to the end of the CCR Nomination Period, the current Controlling Class Representative will remain the Controlling Class Representative and no further action will be taken with respect to such CCR Re-election Event or Annual Election Date. Each Controlling Class Member shall, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee within (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Ballot or (ii) in the case of any subsequent election, within thirty (30) calendar days (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (d) If a CCR Candidate receives votes from Controlling Class Members holding beneficial interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes) or any beneficial interest therein, in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Master Issuer or any Affiliate of the Master Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative shall be the CCR Candidate chosen by the Manager, pursuant to the Management Agreement. In the event that no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed. Until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party. (e) In the event that a Controlling Class Representative is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit I attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless it executes such CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof, pursuant to which it shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member. Within two (2) Business Days of receipt of the acceptance letter, the Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Majority of Controlling Class Members, as applicable, the Trustee shall deliver to each Noteholder, the Master Issuer, the Manager, the Back‑Up Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the Initial Controlling Class Member List for purposes of identifying the recipients of the CCR Election Notices and CCR Ballots and all subsequent communications related to the Initial CCR Election, (ii) with respect to any subsequent election of a Controlling Class Representative, the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Note Owners of Notes of the Controlling Class and (iii) the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. (h) The Servicer (in its capacity as Servicer and Control Party) shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under the other Related Documents that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) On the Closing Date, the initial purchasers of the Notes will use commercially reasonable efforts to provide the Trustee with the Initial Controlling Class Member List. Within five (5) Business Days following the Closing Date, the Trustee will send a notice, in the form of Exhibit F attached hereto, through the Applicable Procedures of each Clearing Agency and will post a notice to the Trustee’s password-protected internet website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative (referred to herein as the “Initial CCR Election” and, together with any subsequent election of a Controlling Class Representative in the manner provided herein, a “CCR Election”) and offering Controlling Class Members the opportunity to provide the Trustee with their contact information in writing within ten (10) Business Days of the date of such notice should they wish to participate in the election. The Holders Trustee will provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to the Manager and the Co-Issuers upon request. With respect to the Initial CCR Election, any notices and communications required to be sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members solely at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List (orand the Trustee shall have no responsibility for the accuracy or effectiveness thereof) and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (and not through the Applicable Procedures of the applicable Clearing Agency). The Trustee will be entitled to conclusively rely on any communications from Controlling Class Members received from e-mail addresses specifically set forth on the Initial Controlling Class Member List. To the extent the Trustee receives communications from individuals not listed on the Initial Controlling Class Member List, even if from the same institutions, the Trustee shall not consider such communication to be a valid communication. With respect to any subsequent CCR Election Period (as defined below) or any communications with respect thereto, both the Trustee and the Controlling Class Members will be entitled to rely on the Applicable Procedures of each Clearing Agency for all such notices and communications. (b) In connection with each CCR Election (which shall initially be within thirty (30) days after the Closing Date), the Trustee will send to each of the Controlling Class Members for which it has obtained contact information (in the case of Bookthe Initial CCR Election and with respect to any Noteholder of a Class A-1 Note) or send via the Applicable Procedures of DTC (with respect to any other CCR Election) a written notice (with copies to the Manager and the Co-Entry CertificatesIssuers) in the form of Exhibit G attached hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate one candidate for Controlling Class Representative. A candidate (a) does not have to be a Note Owner or Noteholder, but if it is not a Controlling Class Member, it must certify that it is an established enterprise in the Certificate Ownersbusiness of providing credit support, governance or other advisory services to holders of notes similar to the Notes issued by the Co-Issuers and (b) of Certificates representing more than 50% cannot be (i) a Competitor, (ii) a Franchisee, (iii) any of the certain disqualified Persons identified by the Manager to the Trustee on or before the Closing Date or (iv) formed solely to act as the Controlling Class Representative (such candidate, an “Eligible Third-Party Candidate”). Each Controlling Class Member nominating a candidate will submit a nomination directly to the Trustee in writing in the form of Exhibit H attached hereto (a “CCR Nomination”) within the period specified in the CCR Election Notice, which will be ten (10) Business Days from the date thereof (the “CCR Nomination Period”). Each Controlling Class Member nominating a candidate will also be required to represent and warrant that, as of the nomination record date specified in the CCR Election Notice (the “Nomination Record Date”, which, for the initial election, will be the Closing Date), (i) it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Balance Amount of Notes of the Controlling Class shall be entitled specified by it in accordance with this Section 3.23 the CCR Nomination and (ii) the CCR Candidate that it has nominated pursuant to select such CCR Nomination is either (A) a representative (the "Controlling Class Representative"Member or (B) having an Eligible Third-Party Candidate. (c) Based upon the rights CCR Nominations that are received by the Trustee, promptly and powers specified in this Agreement any event within three (including those specified in Section 3.243) or to replace an existing Controlling Class Representative; provided that, subject to Business Days following the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. end of the Certificates of the Controlling ClassCCR Nomination Period, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Trustee will notify the Certificate Administrator of written requests for Manager, the selection of a successor Co-Issuers, the Servicer and the Controlling Class Representative from Members that no nominations have been received and that the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Classelection will not be held, (ii) the resignation or removal of the Person acting as Trustee will prepare and send to each applicable Controlling Class Representative Member a ballot in the form of Exhibit I attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates), or (iii) in the event of a determination by CCR Re-election Event, if no CCR Nominations are received prior to the Certificate Administrator that end of the CCR Nomination Period, the current Controlling Class Representative will remain the Controlling Class has changedRepresentative and no further action will be taken with respect to such CCR Re-election Event; provided that, for such nomination purposes, with respect to each Series of Class A-1 Notes Outstanding, the Certificate Administrator Class A-1 Notes Voting Amount will be used in place of the Outstanding Principal Amount of such Notes. Each Controlling Class Member that wishes to vote for a candidate shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, be required to return a completed CCR Ballot directly to the extent actually known to a Responsible Officer Trustee within ten (10) Business Days after the date of the Certificate Administrator CCR Ballot (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or identified thereto by beneficial owner of the Depositary or the Depositary Participants, the Certificate Owners) Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot. (d) The Controlling Class Representative will be the candidate that they receives votes from Controlling Class Members holding beneficial interests in excess of 50% of the Outstanding Principal Amount of Notes of the Controlling Class (or any beneficial interest therein) that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may select be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date); provided that, for such voting purposes, with respect to each Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount will be used in place of the Outstanding Principal Amount of such Notes. Notes of the Controlling Class held by the Co-Issuers or any Affiliate of the Co-Issuers will not be considered Outstanding for such voting purposes. At the end of the CCR Election Period, the Trustee will tabulate the votes. If the CCR Election results in a tie, the Manager shall direct the Trustee to appoint one of such tied candidates selected by the Manager as the Controlling Class Representative. Such notice shall set forth In the process established by event that the Certificate Administrator for selecting foregoing procedures do not result in an election of a Controlling Class Representative, which process the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. If at any time there is no Controlling Class Representative (including prior to the Initial CCR Election Period and during any CCR Election Period) (i) the Control Party shall include exercise the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Transaction Document shall be delivered to the Certificate AdministratorControl Party. (e) Upon the election of a Controlling Class Representative, the Trustee will forward an acceptance letter in the form of Exhibit J attached hereto (a “CCR Acceptance Letter”) to the elected candidate for execution, pursuant to which the elected candidate will (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is either a Controlling Class Member or an Eligible Third-Party Candidate. No appointment Within two (2) Business Days of receipt of such CCR Acceptance Letter, the Trustee will promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any Person other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Majority of Controlling Class Members, as applicable, the Trustee will deliver to each Noteholder, the Co-Issuers, the Manager, the Back-Up Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. Following a CCR Re-election Event, the Trustee will repeat the election procedures described above, with the same conditions applying to Eligible Third-Party Candidates; provided that after the initial election following the Closing Date (i) the CCR Election Notice and the CCR Ballots will be delivered to Controlling Class Members solely through the Applicable Procedures of each Clearing Agency, (ii) the CCR Nomination Period will be extended to thirty (30) days, (iii) the CCR Election Period will be extended to thirty (30) days and (iv) the Nomination Record Date will be a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee. The prior Controlling Class Representative will cease to be the Controlling Class Representative at the end of the CCR Election Period following the CCR Re-election Event unless it is re-elected as Controlling Class Representative after such CCR Election Period as described above, even if no candidate is elected as a successor Controlling Class Representative shall at the end of such CCR Election Period. (g) The Trustee will be effective until such Person provides the Certificate Administrator entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) written confirmation the Initial Controlling Class Member List provided to it by the initial purchasers of its acceptance the Notes for purposes of such appointmentidentifying the recipients of the CCR Election Notices and the CCR Ballots and all subsequent communications related to the Initial CCR Election, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to any other election of a Controlling Class Representative, the Trust under Section 15(d) Applicable Procedures of each Clearing Agency for delivery of the Exchange Act, all information received by it with respect CCR Election Notices and the CCR Ballots to Note Owners of Notes of the Trust Controlling Class and its assets that has not been filed with the Commission, (iii) an address the representations and facsimile number for warranties of the delivery of notices Persons submitting CCR Nominations, CCR Ballots and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)CCR Acceptance Letters. (bh) Within ten Business Days The Servicer (or in its capacity as soon thereafter as practicable if the Controlling Class consists of Book-Entry CertificatesServicer and Control Party) of any change in will be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under any other Transaction Document that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, with no liability to it for such reliance. Subject to the terms hereunder, each Controlling Class Representative will be entitled to instruct the Control Party with respect to the approval of Consent Requests. The Controlling Class Representative will be authorized to approve Consent Requests other than Consent Requests that can be approved by aggregate Certificate Principal Balance, the Control Party without the consent of any Noteholders or such the Controlling Class Representative, as applicableor that expressly require the consent of Noteholders in accordance with the terms hereunder and the other Transaction Documents. However, shall have notified if the Certificate Administrator Controlling Class Representative fails to approve or reject any Consent Request within ten (10) Business Days of such Consent Request and each the related Consent Recommendation, the Control Party will be authorized to take action in response to such Consent Request in accordance with the Servicing Standard, other party than with respect to this Agreement and each Holder (orthe waiver of any Servicer Termination Events. Notwithstanding anything herein to the contrary, in Consent Requests affecting the case of Book-Entry Certificates, Certificate Owner) rights of the Controlling Class, in writing, holders of any Class A-1 Notes will also require the consent of the resignation or removal of such Controlling related Class RepresentativeA-1 Administrative Agent. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.

Controlling Class Representative. (a) The Holders (or, in On the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Closing Date and until a Controlling Class Representative shall be entitled in accordance with this Section 3.23 have been elected pursuant to select a representative (the "Controlling Class Representative") having the rights and powers specified terms set forth in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided thatArticle XI, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by Control Party shall exercise the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation rights of the Controlling Class Representative by in accordance with the Majority Servicing Standard; provided that the Control Party shall have no obligations to interact with any Noteholders and/or Note Owners (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Certificateholder(s) by Representative under a writing Related Document shall be delivered to the Certificate AdministratorControl Party. No appointment On the Closing Date, the initial purchasers of any Person as the Notes will use commercially reasonable efforts to provide the Trustee with the Initial Controlling Class Member List. Within five (5) Business Days following the Closing Date, the Trustee shall deliver a successor notice in the form of Exhibit E attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee’s internet website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative shall be effective until such Person provides and offering Controlling Class Members the Certificate Administrator opportunity to provide the Trustee with their contact information in writing within ten (i10) written confirmation Business Days of its acceptance the date of such appointmentnotice should they wish to participate in the election (such election, (ii) written confirmation of its agreement the “Initial CCR Election”). The Trustee shall provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to keep confidentialthe Manager and the Master Issuer upon request. During the Initial CCR Election, for so long as reports are any notices and communications required to be filed sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members solely at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List (and the Trustee shall have no responsibility for the accuracy or effectiveness thereof) and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (and not through the Applicable Procedures of the Clearing Agency). The Trustee shall be entitled to conclusively rely on any communications from Controlling Class Members received from email addresses specifically set forth on the Initial Controlling Class Member List. To the extent the Trustee receives communications from individuals not listed on the Initial Controlling Class Member List, even if from the same institutions, the Trustee shall not consider such communication a valid communication. During any subsequent CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Trust under Section 15(d) Applicable Procedures of the Exchange Act, Clearing Agency for all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address and facsimile number for the delivery of such notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers)communications. (b) Within ten Business Days thirty (30) days after the Closing Date or as soon thereafter as practicable if any CCR Re-election Event, the Trustee will either send to each of the Controlling Class consists Members for which it has obtained contact information (in the case of Book-Entry Certificatesthe Initial CCR Election and with respect to any Noteholder of a Class A-1 Note) or send via the Applicable Procedures of the Clearing Agency (with respect to any other CCR Election) a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit F hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form attached as Exhibit G hereto (a “CCR Nomination”) within either (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Election Notice, or (ii) in the case of any subsequent election, thirty (30) calendar days (such period, as applicable, the “CCR Nomination Period”). Each Controlling Class Member submitting a CCR Nomination shall represent that as of (A) for the Initial CCR Election, the Closing Date or (B) in the case of any subsequent election, a date not more than ten (10) Business Days prior to the date of the CCR Election Notice as determined by the Trustee it was the Note Owner or Noteholder, as applicable, of the Outstanding Principal Amount of Notes of the Controlling Class specified by it in the CCR Nomination; provided, that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.1(b), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (c) Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (i) the Trustee shall notify the Manager, the Master Issuer, the Servicer and the Controlling Class Members that no nominations have been received and that the election will not be held or (ii) the Trustee shall prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit H attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates). Each Controlling Class Member shall, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee within (i) in the case of the Initial CCR Election, ten (10) Business Days of the date of the CCR Ballot or (ii) in the case of any subsequent election, within thirty (30) calendar days (a “CCR Election Period”). Each Controlling Class Member returning a completed CCR Ballot will also be required to confirm that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.1(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. (d) If a CCR Candidate receives votes from Controlling Class Members holding beneficial interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes) or any beneficial interest therein, in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative. Notes of the Controlling Class held by the Master Issuer or any Affiliate of the Master Issuer will not be considered Outstanding for such voting purposes. If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative shall be the CCR Candidate chosen by the Manager, pursuant to the Management Agreement. In the event that no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed. Until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party. (e) In the event that a Controlling Class Representative is elected or chosen pursuant to Section 11.1(d), the Trustee shall forward an acceptance letter in the form of Exhibit I attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative. No Person shall be appointed Controlling Class Representative unless it executes such CCR Acceptance Letter within fifteen (15) Business Days of receipt thereof, pursuant to which it shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members and (iii) represent and warrant that it is a Controlling Class Member. Within two (2) Business Days of receipt of the acceptance letter, the Trustee shall promptly forward copies thereof, or provide notice of the identity and contact information of the new Controlling Class Representative, to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, the Rating Agency and the Controlling Class Members. (f) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative or from a Majority of Controlling Class Members, as applicable, the Trustee shall deliver to each Noteholder, the Master Issuer, the Manager, the BackUp Manager and the Servicer a notice setting forth the identity of the new Controlling Class Representative. (g) The Trustee shall be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to, (i) the Initial Controlling Class Member List for purposes of identifying the recipients of the CCR Election Notices and CCR Ballots and all subsequent communications related to the Initial CCR Election, (ii) with respect to any subsequent election of a Controlling Class Representative, the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Note Owners of Notes of the Controlling Class and (iii) the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters. (h) The Servicer (in its capacity as Servicer and Control Party) shall be entitled to rely on the identity of the Controlling Class Representative of which a Responsible Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers and the Special Servicer the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses. The Certificate Administrator shall also deliver such information (of which a Responsible Officer of the Certificate Administrator has actual knowledge) to a Master Servicer or the Special Servicer promptly upon request therefor by such Master Servicer or the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it by the Holders (or, in the case of Book-Entry Certificates, subject to Section 5.06, by the Depositary or the Certificate Owners) of such Certificates, and the Master Servicers and the Special Servicer shall each be entitled to rely on such information provided by the Certificate Administrator Trustee with respect to any obligation or right hereunder or under the other Related Documents that such Master the Servicer or the Special Servicer, (in its capacity as the case may be, Servicer and Control Party) may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (c) A Controlling Class Representative may at any time resign as such by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Certificate Administrator, the Trustee, the Special Servicer, each Master Servicer and such existing Controlling Class Representative. (d) Once a Controlling Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) Noteholders of the Controlling Class, by aggregate Certificate Principal Balance, or with no liability to it for such Controlling Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement and each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representativereliance. (ei) Any and all expenses of the The Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according entitled to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Certificate Administrator, receive from the Trustee, the applicable Master Servicer and the Special Servicerupon request, whereupon (if the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties any memoranda delivered to the same action andTrustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in the sole judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance, with regard form and substance satisfactory to the particular matter at issueManager, and (ii) there is no potential for the Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an adverse party such confidentiality agreement remains in effect. Any such action as regards the Controlling Class Representative), the Special Servicer on behalf of the Trust shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative; provided, however, that no judgment against the Controlling Class Representative memoranda shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representativedeemed to contain confidential information.