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).

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.

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.

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.

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).

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).

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.

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).

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.

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).

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).

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).

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 (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).

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).

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.

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).

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.

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, 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).

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.

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 will send a notice, in the case form of BookExhibit F attached hereto, through the Applicable Procedures of each Clearing Agency and will post a notice to the Trustee’s password-Entry Certificatesprotected internet website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative (referred to herein as the Certificate Owners“Initial CCR Election” and, together with any subsequent election of a Controlling Class Representative in the manner provided herein, a “CCR Election”) of Certificates representing more than 50% 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 Trustee will 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. 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 (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 entitled in accordance with this Section 3.23 to select a representative (the "sent directly by such Controlling Class Representative") having Member (and not through the rights and powers specified in this Agreement 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 (including those specified in Section 3.24as defined below) or to replace an existing Controlling Class Representative; provided thatany communications with respect thereto, subject to both the last sentence of this Section 3.23(a), Trustee 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, Members will be entitled to rely on the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case Applicable Procedures 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 each 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.

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.

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.

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).

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 (by aggregate Certificate Principal Balance 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 (by aggregate Certificate Principal Balance 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 any Majority Controlling Class Certificateholder(s) by Certificateholder in 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).

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.

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 specified in its CCR Nomination and (ii) the CCR Candidate nominated by such Controlling Class Member 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 Nomination Notice, and no originals, notarizations or medallion signature guarantees shall be required, and the Trustee shall be entitled to conclusively rely on, and will be fully protected in accordance relying on, CCR Nominations submitted in such manner. Each nomination shall include a contact for the CCR Candidate, together with this Section 3.23 such contacts 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 website. There shall be no minimum denomination required to be held by a Controlling Class Representative") having Member for it to nominate itself or an Eligible Third-Party Candidate. In completing the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing CCR Nomination, the Controlling Class Representative; provided thatMember (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, subject if elected, are willing 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 Each CCR Nomination shall become irrevocable upon receipt by the Certificate Administrator of written requests for the selection Trustee 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 valid 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)complete CCR Nomination.

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 will send a notice, in the case form of BookExhibit F attached hereto, through the Applicable Procedures of each Clearing Agency and will post a notice to the Trustee’s password-Entry Certificatesprotected website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative (referred to herein as the Certificate Owners“Initial CCR Election” and, together with any subsequent election of a Controlling Class Representative in the manner provided herein, a “CCR Election”) of Certificates representing more than 50% 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 Trustee will 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 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 (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 entitled in accordance with this Section 3.23 to select a representative (the "sent directly by such Controlling Class Representative") having Member (and not through the rights and powers specified in this Agreement 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 (including those specified in Section 3.24as defined below) or to replace an existing Controlling Class Representative; provided thatany communications with respect thereto, subject to both the last sentence of this Section 3.23(a), Trustee 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, Members will be entitled to rely on the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case Applicable Procedures 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 each 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.

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.

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.

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.

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).

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.

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).

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 AdministratorControl Party. No appointment (b) Within 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 any Person 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 successor 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 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 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 11.1(c), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be effective until used in place of the Outstanding Principal Amount of such Person provides Series. For any nomination to be valid, the Certificate Administrator with 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) written confirmation of its acceptance of such appointmentif 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-Up Manager and the Controlling Class Members that no nominations have been received and that no election will occur, (ii) written confirmation 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 its agreement to keep confidentialExhibit 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, 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).if fewer than three

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-

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).

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).

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.