Common use of Breaches of Representations and Warranties Clause in Contracts

Breaches of Representations and Warranties. (a) If (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in the related Mortgage Loan or Trust Subordinate Companion Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Servicer shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect (or, in the case of a Material Defect relating to a Trust Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material Defect), cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) or, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (i) repurchase the affected Trust Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) solely in the case of an affected Mortgage Loan, substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to a Trust Subordinate Companion Loan) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect is capable of being cured but not within such 90 day period, (ii) such Material Defect is not related to any Mortgage Loan or Trust Subordinate Companion Loan not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within such 90 day period, then such Mortgage Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Defect is not capable of being cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured within such additional 90 day period); and provided, further, that, if any such Material Defect is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan or Trust Subordinate Companion Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing Servicer (in the case of a Mortgage Loan, subject to the consent of the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder and, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees of the Asset Representations Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within the time frames set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In the case of a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect of the portion of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the Master Servicer for deposit into the Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 day period); and provided, further, thatthat no Document Defect (other than with respect to a Specially Designated Mortgage Loan Document) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Trust Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Trust Mortgage Loan, if defending any claim asserted by any Mortgagor or third party with respect to the Trust Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan or for any immediate servicing obligations. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"), and such Material Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the greater of (A) the weighted average Debt Service Coverage Ratio for all such Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution and (B) the weighted average Debt Service Coverage Ratio for all such Crossed Loans, including the affected Crossed Loan, as of the Cut-off Date, and (2) the weighted average Loan to-Value Ratio for the remaining related Crossed Loans, determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the lesser of (A) the weighted average Loan-to-Value Ratio for all such Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller and (B) the weighted average Loan-to-Value Ratio for all such Crossed Loans, including the affected Crossed Loan, as of the Cut-off Date; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties an updated exception report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the Master Servicer for deposit into the Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 day period); and provided, further, thatthat no Document Defect (other than with respect to a Specially Designated Mortgage Loan Document) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Trust Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Trust Mortgage Loan, if defending any claim asserted by any Mortgagor or third party with respect to the Trust Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan or for any immediate servicing obligations. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"), and such Material Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average Debt Service Coverage Ratio for all such related Crossed Loans including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average Loan-to-Value Ratio for the remaining related Crossed Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such related Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions; and provided, further, that the Controlling Class Representative shall have consented to the repurchase or replacement of the affected Crossed Loan, which consent shall not be unreasonably withheld or delayed. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties a written report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement or the Bank of America Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Serviced Companion Loan Holder (if applicable) and, for posting . The Trustee shall then promptly deliver such notice to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 Majority Subordinate Certificateholder (and in the case of this Agreementthe Great Mall Trust Mortgage Loan, the Rule 17g-5 Information Provider (Great Mall B-Noteholder) and to the extent Rating Agencies of such Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice has not previously been delivered to such Persons pursuant to this sentenceprovided by any party hereto or the Majority Subordinate Certificateholder as provided above). If , if any party hereto determines that such Document Defect or Breach materially and adversely affects, affects the interests of the Certificateholders or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the value of the related affected Trust Mortgage Loan or such party shall notify the Master Servicer and, if the subject Trust Subordinate Companion Mortgage Loan is a Specially Serviced Mortgage Loan, the value Special Servicer, of such determination and promptly after receipt of such notice, the related Mortgaged Property (or any related REO Property) Master Servicer or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in the related Mortgage Loan or Trust Subordinate Companion Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 ninety (90) days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 ninety (90) days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicableMerrill Mortgage Loan Purchase Agreement, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related KeyBank Mortgage Loan Purchase Agreement attributable to or the Asset Review Bank of such America Mortgage Loan)) orLoan Purchase Agreement, if such Material Defect cannot be cured within such 90 day periodas applicable, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement or the Bank of an affected America Mortgage LoanLoan Purchase Agreement, or (iii) within two years of the Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the Master Servicer for deposit into the Collection Account, Account any Substitution Shortfall Amount in connection therewiththerewith in accordance with Sections 3(c) and 3(d) of the Merrill Mortgage Loan Purchase Agreement, all in conformity with the applicable KeyBank Mortgage Loan Purchase Agreement and this or the Bank of America Mortgage Loan Purchase Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 ninety (90) day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 ninety (90) day period, then such the applicable Mortgage Loan Seller shall have an additional 90 ninety (90) days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 ninety (90) day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 ninety (90) day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 ninety (90) day period); and provided, further, thatthat no Document Defect (other than with respect to a Specially Designated Mortgage Loan Document) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Trust Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Trust Mortgage Loan, if defending any claim asserted by any Mortgagor or third party with respect to the Trust Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan or for any immediate servicing obligations. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"), and such Material Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute all such Crossed Loans unless (1) the Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the Debt Service Coverage Ratio for all such related Crossed Loans including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, (2) the weighted average Loan-to-Value Ratio for the remaining related Crossed Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such related Crossed Loans, including the affected Crossed Loan; provided, that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions; and provided further, that the Majority Subordinate Certificateholder shall have consented to the repurchase of the affected Crossed Loan, which consent shall not be unreasonably withheld. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement or the Bank of America Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties a written report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing Servicer (in the case of a Mortgage Loan, subject to the consent of the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder and, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees of the Asset Representations Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within the time frames set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In the case of a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect of the portion of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the Master Servicer for deposit into the Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 day period); and provided, further, thatthat no Document Defect (other than with respect to a Specially Designated Mortgage Loan Document) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Trust Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Trust Mortgage Loan, if defending any claim asserted by any Mortgagor or third party with respect to the Trust Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan or for any immediate servicing obligations. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"), and such Material Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average Debt Service Coverage Ratio for all such Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average Loan to-Value Ratio for the remaining related Crossed Loans, determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions; and provided, further, that the Controlling Class Representative shall have consented to the repurchase or replacement of the affected Crossed Loan, which consent shall not be unreasonably withheld or delayed. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties an updated exception report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Custodian to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related applicable Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the applicable Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the applicable Master Servicer for deposit into the applicable Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 day period); and provided, further, thatthat no Document Defect (other than with respect to a Specially Designated Mortgage Loan Document) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Trust Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Trust Mortgage Loan, if defending any claim asserted by any Mortgagor or third party with respect to the Trust Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan or for any immediate servicing obligations. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"), and such Material Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average Debt Service Coverage Ratio for all such Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average Loan to-Value Ratio for the remaining related Crossed Loans, determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties an updated exception report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the applicable Master Servicer shall designate the its Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related applicable Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the applicable Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe -85- Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the applicable Master Servicer for deposit into the its Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 day period); and provided, further, thatthat no Document Defect (other than with respect to a Specially Designated Mortgage Loan Document) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Trust Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Trust Mortgage Loan, if defending any claim asserted by any Mortgagor or third party with respect to the Trust Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan or for any immediate servicing obligations. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"), and such Material Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average Debt Service Coverage Ratio for all such Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average Loan to-Value Ratio for the remaining related Crossed Loans, determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross- collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions; and provided, further, that the Controlling Class Representative shall have consented to the repurchase or replacement of the affected Crossed Loan, which consent shall not be unreasonably withheld or delayed. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties an updated exception report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the applicable Master Servicer shall designate the its Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.

Breaches of Representations and Warranties. (a) If (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation or warranty of relating to the applicable Mortgage Loan Seller made pursuant to Section 6(c) of set forth in the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “"Seller Breach”) or (ii) "), the Special Servicer or the Depositor receives a Repurchase Request, then party discovering such Person Seller Breach shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior other parties hereto and to the occurrence and continuance Rating Agencies. Promptly upon becoming aware of a Consultation Termination Eventthe Seller Breach (including through such written notice provided by any party hereto), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to party hereto determines that such Persons pursuant to this sentence). If any such Document Defect or Seller Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related Mortgage Loan or Trust Subordinate Companion Loan or Servicer of such determination and promptly after receipt of such notice, the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Servicer shall determine, request in writing (with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice copy to the other parties hereto, the Rating Agencies and the Controlling Class Representative Representative) that the Seller, not later than ninety (prior to the occurrence and continuance 90) days from receipt of a Consultation Termination Event), and the applicable Mortgage Loan such written request (i) cure such Seller (and Breach in the case accordance with Section ------- 3.01(c) of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase AgreementAgreement or (ii) under in the Sabal event such Seller ------- Breach is in respect of the representation contained in Sections 3.01(a)(vi)(A) ----------------------- or 3.01(a)(vi)(B) of the Mortgage Loan Purchase Agreement, pursuant to repurchase the Sabal -------------- Mortgage Loan in accordance with Section 3.01(c) of the Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect (or, in the case of a Material Defect relating to a Trust Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material Defect), cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) or, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (i) repurchase the affected Trust Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) solely in the case of an affected Mortgage Loan, substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to a Trust Subordinate Companion Loan) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Mortgage Loan Purchase Agreement and this --------------- Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each if such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect Seller Breach is capable of being -------- cured but not within such 90 ninety (90) day period, (ii) such Material Defect is not related to any Mortgage Loan or Trust Subordinate Companion Loan not being a Qualified Mortgage period and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect Seller Breach within such 90 ninety (90) day period, then such Mortgage Loan the Seller shall have an additional 90 ninety (90) days to complete such cure (or, in the event of a failure to so failing such cure, if applicable, to complete such repurchase or substitution (it being understood the Mortgage Loan); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 ninety (90) day period, such Mortgage Loan period the Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Defect Seller Breach is not capable of being cured within the initial 90 ninety (90) day period and what actions such Mortgage Loan the Seller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured within such additional 90 day period); and provided, further, that, if any such Material Defect is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan or Trust Subordinate Companion Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing Servicer (in the case of a Mortgage Loan, subject to the consent of the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder and, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees of the Asset Representations Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within the time frames set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In the case of a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect of the portion of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:thereof.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than without implying any duty of such Person to make any inquiry or any duty of the Asset Representations ReviewerMaster Servicers or the Special Servicer to monitor the receipt of the Custodian's certification as contemplated by Section 2.02(a)) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Custodian, the Trustee, the Master Servicers or the Special Servicer to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related applicable Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the applicable Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the applicable Master Servicer for deposit into the applicable Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 day period); and provided, further, thatthat no Document Defect (other than with respect to a Specially Designated Mortgage Loan Document) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Trust Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Trust Mortgage Loan, if defending any claim asserted by any Mortgagor or third party with respect to the Trust Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan or for any immediate servicing obligations. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"), and such Material Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average Debt Service Coverage Ratio for all such Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average Loan to-Value Ratio for the remaining related Crossed Loans, determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause any Grantor Trust to fail to qualify as a grantor trust under Grantor Trust Provisions or cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties an updated exception report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the applicable Master Servicer shall designate the its Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the Master Servicer for deposit into the Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 day period. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"); , and providedsuch Document Defect or Breach does not constitute a Document Defect or Breach, furtheras the case may be, that, if as to any other Crossed Loan in such Material Defect Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average Debt Service Coverage Ratio for all such related Crossed Loans including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average Loan-to-Value Ratio for the remaining related Crossed Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such related Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties an updated exception report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the Master Servicer for deposit into the Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer Trustee and the Certificate Administrator setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 90-day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 90-day period. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each, a "Crossed Loan" and, collectively, a "Crossed Loan Group"); , and providedsuch Document Defect or Breach does not constitute a Document Defect or Breach, furtheras the case may be, that, if as to any other Crossed Loan in such Material Defect Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average Debt Service Coverage Ratio for all such related Crossed Loans including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average Loan-to-Value Ratio for the remaining related Crossed Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such related Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer Trustee and the Certificate Administrator every 30 days thereafter that Administrator, at the Material Defect is still in expense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect solely because of its failure to have received the recorded document and that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties an updated exception report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.

Breaches of Representations and Warranties. (a) If (i) any party hereto discovers (other than the Asset Representations Reviewerwithout implying any duty of such Person to make any inquiry) (A) discovers or receives notice alleging that any document or documents constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has not been properly executed, is missingmissing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “"Document Defect”"), or discovers (without implying any duty of such Person to make any inquiry) or (B) discovers or receives notice alleging of a breach of any representation or warranty relating to any Trust Mortgage Loan set forth in Schedule I of any Mortgage Loan Purchase Agreement (a "Breach"), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the applicable Mortgage Loan Seller made pursuant and the other parties hereto. The Trustee shall then promptly deliver such notice to Section 6(c) of the related Mortgage Loan Purchase Agreement with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior and to the occurrence and continuance Rating Agencies of a Consultation Termination Eventsuch Document Defect or Breach. Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Controlling Class Representative as provided above), the other parties hereto, if any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any party hereto determines that such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, affects the value of the related affected Trust Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder or any Uncertificated Interest Owner in Certificateholders therein, such party shall notify the related applicable Master Servicer and, if the subject Trust Mortgage Loan or Trust Subordinate Companion Loan is a Specially Serviced Mortgage Loan, the Special Servicer, of such determination and promptly after receipt of such notice, the applicable Master Servicer or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”Special Servicer, as the case may be. The Enforcing Servicer applicable, shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and request in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material Defect and (b) demanding writing that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect written request (or, in the case of a Material Document Defect or Breach relating to a Trust Mortgage Loan not being a Qualified Mortgage"qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days from after any party discovering to this Agreement discovers such Material Defect)Document Defect or Breach) (i) cure such Document Defect or Breach, cure as the same case may be, in all material respects (which cure shall include payment accordance with Section 3(c) of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) orAgreement, if such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (iii) repurchase the affected Trust Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer which for purposes of immediately available funds to the Collection Account or this clause (ii) solely shall include a Trust REO Loan) in accordance with Section 3(c) of the case related Mortgage Loan Purchase Agreement, or (iii) within two years of an affected Mortgage Loanthe Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage Loan (provided that in no event which for purposes of this clause (iii) shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution be effected with respect to include a Trust Subordinate Companion REO Loan) and pay the applicable Master Servicer for deposit into the its Collection Account, Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable related Mortgage Loan Purchase Agreement and this Agreement; provided, however, that BMO may not repurchase the 100 Xxxxx Xxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material if such Document Defect with respect to each such Serviced Loan) and BMO may not repurchase the 360 Rxxxxxxx Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect or Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect is or Breach does not related relate to any the Trust Mortgage Loan or Trust Subordinate Companion Loan not being treated as a Qualified Mortgage "qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Breach within such 90 day period, then such the applicable Mortgage Loan Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so failing such cure, to complete repurchase or (subject to clause (iii) above) replace the related Trust Mortgage Loan (which for purposes of such repurchase or substitution (it being understood shall include a Trust REO Loan)); and agreed thatprovided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 day period, such period the applicable Mortgage Loan Seller shall deliver have delivered an Officer’s 's Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee setting forth the reasons such Material Document Defect or Breach is not capable of being cured within the initial 90 day period and what actions such the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the applicable Mortgage Loan Seller anticipates that such Material Document Defect or Breach will be cured within such the additional 90 day period. In the event of a Document Defect or Breach as to a Trust Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Trust Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan Group"); , and providedsuch Document Defect or Breach does not constitute a Document Defect or Breach, furtheras the case may be, that, if as to any other Crossed Loan in such Material Defect Crossed Loan Group (without regard to this paragraph) and is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded documentas provided for above, then such the applicable Document Defect or Breach, as the case may be, shall be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Loan Group for purposes of this paragraph and the related Mortgage Loan Seller shall be entitled required to continue to defer repurchase or substitute for all such Crossed Loans unless (1) the weighted average Debt Service Coverage Ratio for all the remaining related Crossed Loans for the four calendar quarters immediately preceding such repurchase or substitution is not less than the weighted average Debt Service Coverage Ratio for all such Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding such repurchase or substitution, and (2) the weighted average Loan to-Value Ratio for the remaining related Crossed Loans, determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the weighted average Loan-to-Value Ratio for all such Crossed Loans, including the affected Crossed Loan determined at the time of repurchase or substitution, based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller; provided that if such criteria is satisfied and any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cure, repurchase and/or substitution obligations in respect of such Material Defect cross-collateralization and cross default provision so long as such Crossed Loan (that is not the Crossed Loan directly affected by the subject Document Defect or Breach) is held in the Trust Fund; provided, further, that the repurchase or replacement of less than all such Crossed Loans and the release from the cross-collateralization and cross-default provision shall be subject to the delivery by the Mortgage Loan Seller certifies to the Trustee, at the Master Servicerexpense of the Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release would not cause any of the Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded document and that such related Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, may elect either to repurchase or substitution may continue beyond substitute for only the date that affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Loan Group. All documentation relating to the termination of the cross-collateralization provisions of each Crossed Loan being repurchased or replaced is 18 months following to be prepared at the expense of the applicable Mortgage Loan Seller and, where required, with the consent of the applicable Mortgagor. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the related Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver electronically to the other parties an updated exception report as to the status of such uncured Document Defects as provided in Section 2.02(a). If the affected Trust Mortgage Loan or Trust Subordinate Companion Loan is to be repurchasedrepurchased or substituted, the applicable Master Servicer shall designate the its Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of or the Substitution Shortfall Amount Amount, as applicable, are to be wired. Any such repurchase or substitution of a Trust Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect Pursuant to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior Purchase Agreement, to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, extent that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect is required to repurchase or substitute for a Crossed Loan thereunder while the Trustee continues to hold any Material Defect as set forth other Crossed Loan(s) in the preceding paragraphrelated Crossed Loan Group, to the extent that such related Mortgage Loan Seller and the Enforcing Servicer (in Depositor have agreed that neither such party shall enforce any remedies against the case of a Mortgage Loanother party's Primary Collateral, subject but each is permitted to exercise remedies against the consent of Primary Collateral securing the Controlling Class Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder andCrossed Loan(s) held thereby, in the case of a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative is exercise does not materially impair the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees ability of the Asset Representations Reviewer attributable other party to any Asset Review of such Mortgage Loanexercise its remedies against the Primary Collateral securing the Crossed Loan(s) held thereby. Upon its making a Loss of Value PaymentNotwithstanding the foregoing, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable each Mortgage Loan Seller and the Enforcing ServicerDepositor have agreed that if the exercise by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loan(s) held by such party, provided that, prior to any then each such agreement or settlement, nothing in this paragraph party shall preclude forbear from exercising such remedies until the Mortgage Loan Seller or documents evidencing and securing the Enforcing Servicer, as applicable, from exercising any of its rights related to relevant Crossed Loans can be modified in a Material Defect in the manner and within the time frames set forth in consistent with the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan). In remove the case threat of material impairment as a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect result of the portion exercise of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. If (x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:remedies.