Common use of Mortgage Loan Sellers’ Repurchase Clause in Contracts

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage 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 2.04(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(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), 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 (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 Mortgage 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 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 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 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 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 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 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 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 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is the Special Servicer, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Special Servicer’s request, promptly provide the Special Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating to such Mortgage Loan and reasonably requested by the Special 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 (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 related 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 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 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

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage 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 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Special Servicer shall determine, with respect to any affected Mortgage Loan (including any successor or REO Mortgage Loan with respect thereto)Loan, 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 Special 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 (a) notifying such parties of the existence of such Material Defect and (b) demanding that the applicable Mortgage Loan SellerSeller (and in the case of the Mortgage Loans sold to the Depositor by WDCPF I CB, with simultaneous notice to and demand on WDCPF, as guarantor of certain of WDCPF I CB’s obligations under the WDCPF I CB Loan Purchase Agreement, pursuant to the WDCPF Guaranty), 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 Mortgage 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 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 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 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 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 Loan’s 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 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 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 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 Special Servicer (subject to with the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is the Special Servicer, then in In connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Special Servicer’s request, shall promptly provide the Special Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating to such Mortgage Loan and reasonably requested by upon the Special Servicer’s request. Any agreement by the Enforcing Special 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 (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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, and 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 related 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 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 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 Special Servicer, provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Special 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 thisthis Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such 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: (A) the related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code); and (B) each of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the Affected Loans and not the Other Crossed Loans: (1) the debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement; (2) the loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) at the time of repurchase or replacement and (C) 75%; and (3) either (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies with the related Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group. The determination of the Special Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the absence of manifest error on the Certificateholders, other parties to this Agreement and the related Mortgage Loan Seller. The Special Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause to be delivered, to the Special Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether the condition set forth in clause

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”), then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Subordinate Class Representative (prior to the occurrence and continuance of during a Subordinate Control Period or a Collective Consultation Termination EventPeriod), the other parties hereto, any related Serviced Companion Loan the Non-Trust Mortgage Interest Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant subject to Section 12.13 11.13 of this Agreement, each of the Rule 17g-5 Information Provider Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If The Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) shall determine whether any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO PropertyMortgage Loan) or the interests of the Trustee or Certificateholders therein (any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or and any 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), 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 DefectDocument Defect or Material Breach, then the Enforcing Special Servicer shall give prompt written notice thereof 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 Seller, the other parties hereto and the Subordinate Class Representative (a) notifying such parties during a Subordinate Control Period or a Collective Consultation Period). Promptly upon becoming aware of the existence of any such Material Document Defect and or Material Breach (b) demanding that including through a written notice given by the Master Servicer or the Special Servicer, as provided above), the Trustee shall require 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) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material DefectDocument Defect or Material Breach), to 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)therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either (before the end of such 90-day period) to (i) repurchase the affected 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 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 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 if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 Trustee [and the Certificate Administrator Administrator] setting forth the reasons such Material Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document 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 and substitution obligations in respect of such Material Document Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer Trustee [and the Certificate Administrator Administrator] every 30 days thereafter that the Material Document 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 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 being repurchased or replaced after the related Cut-Off 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 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 If the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or given and after which withdrawal is by the date Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of substitutionsuch Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto, the Subordinate Class Representative (during a Subordinate Control Period or a Collective Consultation Period), the Non-Trust Mortgage Interest Holder (if applicable) and, subject to Section 11.13 of this Agreement, each Qualified Substitute of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). Each notice of a Repurchase Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request or Repurchase Request Withdrawal was received, as applicable, (iii) if anyknown, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request. If the Trustee, [the Certificate Administrator], the Master Servicer, the Trust Advisor or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, during a Subordinate Control Period or a Collective Consultation Period, the Subordinate Class Representative , and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase Request Withdrawal” under Section 2.03(a) of the Pooling and Servicing Agreement relating to the RBS Commercial Mortgage Securities Trust 20[__]-[__] Commercial Mortgage Pass Through Certificates, Series 20[__]-[__], requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Special Servicer, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal. No Person that has been substituted is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice. On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement, which the Master Servicer shall provide to each Sub-Servicer. (b) Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Sections 2.01(b) and 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (19) and (20) in the definition of “Mortgage LoanFile” hereunder in accordance with this Agreement and the applicable Loan Purchase Agreement for all purposes. No mortgage loan may be substituted for a Defective any Mortgage Loan as contemplated shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by this Section 2.03(a) if any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan to be replaced was itself or for any immediate significant servicing obligation. (c) In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loanfor, 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If pursuant to this Section 2.03, the Enforcing Servicer is Trustee[, the Special ServicerCertificate Administrator], then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value PaymentCustodian, the Master Servicer shall, upon the Special Servicer’s request, promptly provide and the Special Servicer with a copy of shall each tender to the Servicing File for such applicable Mortgage Loan and any other information relating Seller, upon delivery to such Mortgage Loan and reasonably requested by the Special Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss each of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 them 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 related 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 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 otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation, the Servicing File) pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the Enforcing Servicer, provided that, prior security thereof to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or its designee; provided that such tender by the Enforcing ServicerTrustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c), and such other instruments as applicablemay be necessary or appropriate to transfer title to an REO Property in connection with the repurchase of, from exercising or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its rights related to a Material Defect in the manner and within the time frames set forth in the related Mortgage agents or subcontractors. (d) Each Loan Purchase Agreement provides the sole remedies available to the Certificateholders, [or thisthe Certificate Administrator] or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, 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 subject to Section 12.13 11.13 of this Agreement, each of the Rule 17g-5 Information Provider Rating Agencies (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 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified MortgageCertificateholders therein, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Special Servicer shall determine, with respect to any affected Mortgage Loan (including any successor or REO Mortgage Loan with respect thereto)Loan, 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 DefectDocument Defect or Material Breach, then the Enforcing Special Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto, hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event). Promptly upon becoming aware of any Material Document Defect or Material Breach (including through a written notice given by the Master Servicer or the Special Servicer, and as provided above), the Trustee shall require the applicable Mortgage Loan Seller (a) notifying such parties with, in the case of the existence Mortgage Loans sold to the Depositor by AMF, simultaneous notice to AMC, as guarantor of such Material Defect and (b) demanding that certain of AMF’s obligations under to the applicable Mortgage AMF Loan SellerPurchase Agreement, pursuant to the AMC Guaranty), not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material DefectDocument Defect or Material Breach), to 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)therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either (before the end of such 90-day period) to (i) repurchase the affected 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 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 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 if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 Trustee and the Certificate Administrator setting forth the reasons such Material Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document 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 and substitution obligations in respect of such Material Document Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer Trustee and the Certificate Administrator every 30 days thereafter that the Material Document 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 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 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 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 If the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or given and after which withdrawal is by the date Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of substitutionsuch Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any Companion Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each Qualified Substitute of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). Each notice of a Repurchase Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request or Repurchase Request Withdrawal was received, as applicable, (iii) if anyknown, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request. If the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase Request Withdrawal” under Section 2.03(a) of the Pooling and Servicing Agreement relating to the GS Mortgage Securities Trust 2012-GCJ7 Commercial Mortgage Pass Through Certificates, Series 2012-GCJ7, requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Special Servicer, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal. No Person that has been substituted is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice. On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement and the AMC Guaranty, which the Master Servicer shall provide to each Sub-Servicer. (b) Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred to in clauses (1)(A), (2), (7), (8), (18) and (19) in the definition of “Mortgage LoanFile” hereunder in accordance with this Agreement and the applicable Loan Purchase Agreement for all purposes. No mortgage loan may be substituted for a Defective any Mortgage Loan as contemplated shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by this Section 2.03(a) if any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan to be replaced was itself or for any immediate significant servicing obligation. (c) In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan that had replaced for, a prior Mortgage LoanLoan pursuant to this Section 2.03, in which casethe Trustee, absent the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of them of a cure (including receipt executed 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 applicable Mortgage Loan Seller performing evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation, the Servicing File), and all escrows and reserve funds, pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its obligations designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such tender by the Trustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer title to an REO Property in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or subcontractors. (d) The related Loan Purchase Agreement and, if applicable, the AMC Guaranty, provide the sole remedies available to the Certificateholders, or the Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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) . For purposes of this Agreement; provided that a Material Defect as a result , the purchase or replacement by AMC pursuant to the AMC Guaranty of a any Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer for which AMF is the Special Servicer, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Special Servicer’s request, promptly provide the Special Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating to such Mortgage Loan and reasonably requested by the Special 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 (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 related 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 a purchase 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 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 thisreplacement by AMF.

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, 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 11.13 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 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Special Servicer shall determine, with respect to any affected Mortgage Loan (including any successor or REO Mortgage Loan with respect thereto)Loan, 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 DefectDocument Defect or Material Breach, then the Enforcing Special Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto, hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event). Promptly upon becoming aware of any Material Document Defect or Material Breach, and the Special Servicer shall require the applicable Mortgage Loan Seller (aand, (i) notifying such parties in the case of the existence Mortgage Loans sold to the Depositor by RCMC, with simultaneous notice to RTI, as guarantor of such Material Defect and certain of RCMC’s obligations under the RCMC Loan Purchase Agreement, pursuant to the RTI Guaranty, and, (bii) demanding that in the applicable case of the Mortgage Loans sold to the Depositor by RAIT, with simultaneous notice to RFT, as guarantor of certain of RAIT’s obligations under the RAIT Loan SellerPurchase Agreement, pursuant to the RFT Guaranty) not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material DefectDocument Defect or Material Breach, provided that, if it is not the discovering party, the applicable Mortgage Loan Seller receives notice thereof in a timely manner), to 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)therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either to (before the end of such 90-day period) (i) repurchase the affected Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Trust 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 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 if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document 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 and substitution obligations in respect of such Material Document 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 Document 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 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 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 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is the Special Servicer, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Special Servicer’s request, promptly provide the Special Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating to such Mortgage Loan and reasonably requested by the Special 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 (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 related 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 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 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

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”), then such Person shall give prompt written notice thereof (in accordance with the fourth paragraph of this Section 2.03(a) in connection with such Person’s receipt of a Repurchase Request) 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 11.13 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 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO Property) or the interests of the Trustee Certificateholders therein, or any Certificateholder in causes the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be other than a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Special Servicer shall determine, with respect to any affected Mortgage Loan (including any successor or REO Mortgage Loan with respect thereto)Loan, 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 DefectDocument Defect or Material Breach, then the Enforcing Special Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto, hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (a) notifying such parties of the existence of such Material Defect and (b) demanding that Special Servicer shall require 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) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material DefectDocument Defect or Material Breach provided the applicable Mortgage Loan Seller receives notice thereof in a timely manner), to 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)therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either (before the end of such 90-day period) to (i) repurchase the affected Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loantherein) 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 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 if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document 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 and substitution obligations in respect of such Material Document 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 Document 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 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 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 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 If the date Special Servicer or the Depositor receives a Repurchase Communication of substitution, each Qualified Substitute Mortgage Loan, if any, that a withdrawal of a Repurchase Request of which notice 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 previously received or given and which case, absent a cure (including withdrawal is by the Person 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Repurchase Request (a “Loss of Value PaymentRepurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the applicable 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is the Special Servicer, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value PaymentSeller, the Master Servicer shallother parties hereto, upon the Special Servicer’s request, promptly provide the Special Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating to such Mortgage Loan and reasonably requested by the Special 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 (so long as no Control prior to the occurrence and continuance of a Consultation Termination Event Event), any Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has occurred and is continuing and other than with respect not previously been delivered to an Excluded Mortgage Loansuch Persons pursuant to this sentence). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to If the Special Servicer receives a Repurchase Communication that any Mortgage Loan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”), or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the Special Servicer shall (in respect accordance with the following paragraph) give written notice of such Loss of Value Payment Repurchase or Repurchase Request Rejection to the Depositor and, in unless it is the case of a Mortgage Loanparty that notified the Special Servicer thereof, 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 related 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 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 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 thisCertificate Administrator.

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) ), or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, 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 the Companion Loan Holder (if applicable) Interest Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant subject to Section 12.13 11.14 of this Agreement, each of the Rule 17g-5 Information Provider Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If The Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) shall determine whether an such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO PropertyMortgage Loan) or the interests of the Trustee or Certificateholders therein (any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or and any 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), 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 DefectDocument Defect or Material Breach, then the Enforcing Special Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto, hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (a) notifying such parties . Promptly upon becoming aware of the existence of any such Material Document Defect and or Material Breach (b) demanding that including through a written notice given by the Special Servicer or the Master Servicer, as provided above), the Trustee shall require 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) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from of any party discovering such Material DefectDocument Defect or Material Breach), to 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)therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either (before the end of such 90-day period) to (i) repurchase the affected 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 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 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 if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 Trustee setting forth the reasons such Material Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document 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 and substitution obligations in respect of such Material Document Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee every 30 days thereafter that the Material Document 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 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 being repurchased or replaced after the related Cut-Off 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 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 If the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or given and after which withdrawal is by the date Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of substitutionsuch Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Companion Interest Holder (if applicable) and, subject to Section 11.14 of this Agreement, each Qualified Substitute of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). Each notice of a Repurchase Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request or Repurchase Request Withdrawal was received, as applicable, (iii) if anyknown, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request. If the Trustee, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase Request Withdrawal” under Section 2.03(a) of the Pooling and Servicing Agreement relating to the GS Mortgage Securities Trust 20[__]-[__] Commercial Mortgage Pass Through Certificates, Series 20[__]-[__], requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Special Servicer, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal. No Person that has been substituted is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice. On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement, which the Master Servicer shall provide to each Sub-Servicer. (b) Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Sections 2.01(b) and 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (19) and (20) in the definition of “Mortgage LoanFile” hereunder in accordance with this Agreement and the applicable Loan Purchase Agreement for all purposes. No mortgage loan may be substituted for a Defective any Mortgage Loan as contemplated shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Document Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by this Section 2.03(a) if any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan to be replaced was itself or for any immediate significant servicing obligation. (c) In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loanfor, 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If pursuant to this Section 2.03, the Enforcing Servicer is Trustee, the Special Servicer, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value PaymentCustodian, the Master Servicer shall, upon the Special Servicer’s request, promptly provide and the Special Servicer with a copy of shall each tender to the Servicing File for such applicable Mortgage Loan and any other information relating Seller, upon delivery to such Mortgage Loan and reasonably requested by the Special Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss each of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 them 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 related 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 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 otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation, the Servicing File) pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the Enforcing Servicer, provided that, prior security thereof to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or its designee; provided that such tender by the Enforcing ServicerTrustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, as applicableand is hereby authorized and empowered by the Trustee to, from exercising prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of its rights related them, the endorsements and assignments contemplated by this Section 2.03(b), and such other instruments as may be necessary or appropriate to a Material Defect transfer title to an REO Property in connection with the manner repurchase of, or substitution for, an REO Mortgage Loan and within the time frames set forth in Trustee shall execute and deliver any powers of attorney necessary to permit the related Mortgage Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (d) Each Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or thisthe Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”), then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Subordinate Class Representative (prior to the occurrence and continuance of during a Subordinate Control Period or a Collective Consultation Termination EventPeriod), the other parties hereto, any related Serviced Companion the Non-Trust Mortgage Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant subject to Section 12.13 11.13 of this Agreement, each of the Rule 17g-5 Information Provider Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If The Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) shall determine whether any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO PropertyMortgage Loan) or the interests of the Trustee or Certificateholders therein (any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or and any 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), 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 DefectDocument Defect or Material Breach, then the Enforcing Special Servicer shall give prompt written notice thereof 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 Seller, the other parties hereto and the Subordinate Class Representative (a) notifying such parties during a Subordinate Control Period or a Collective Consultation Period). Promptly upon becoming aware of the existence of any such Material Document Defect and or Material Breach (b) demanding that including through a written notice given by the Master Servicer or the Special Servicer, as provided above), the Trustee shall require 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) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material DefectDocument Defect or Material Breach), to 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)therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either (before the end of such 90-day period) to (i) repurchase the affected 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 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 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 if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 Trustee [and the Certificate Administrator Administrator] setting forth the reasons such Material Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document 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 and substitution obligations in respect of such Material Document Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer Trustee [and the Certificate Administrator Administrator] every 30 days thereafter that the Material Document 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 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 being repurchased or replaced after the related Cut-Off 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 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 If the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or given and after which withdrawal is by the date Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of substitutionsuch Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto, the Subordinate Class Representative (during a Subordinate Control Period or a Collective Consultation Period), the Non-Trust Mortgage Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each Qualified Substitute of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). Each notice of a Repurchase Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request or Repurchase Request Withdrawal was received, as applicable, (iii) if anyknown, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request. If the Trustee, [the Certificate Administrator,] the Master Servicer, the Trust Advisor or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, during a Subordinate Control Period or a Collective Consultation Period, the Subordinate Class Representative , and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase Request Withdrawal” under Section 2.03(a) of the Pooling and Servicing Agreement relating to the Barclays Commercial Mortgage Securities Trust 20[__]-[__] Commercial Mortgage Pass Through Certificates, Series 20[__]-[__], requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Special Servicer, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal. No Person that has been substituted is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice. On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement, which the Master Servicer shall provide to each Sub-Servicer. (b) Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Sections 2.01(b) and 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (19) and (20) in the definition of “Mortgage LoanFile” hereunder in accordance with this Agreement and the applicable Loan Purchase Agreement for all purposes. No mortgage loan may be substituted for a Defective any Mortgage Loan as contemplated shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by this Section 2.03(a) if any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan to be replaced was itself or for any immediate significant servicing obligation. (c) In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loanfor, 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If pursuant to this Section 2.03, the Enforcing Servicer is Trustee[, the Special ServicerCertificate Administrator], then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value PaymentCustodian, the Master Servicer shall, upon the Special Servicer’s request, promptly provide and the Special Servicer with a copy of shall each tender to the Servicing File for such applicable Mortgage Loan and any other information relating Seller, upon delivery to such Mortgage Loan and reasonably requested by the Special Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss each of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 them 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 related 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 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 otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation, the Servicing File) pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the Enforcing Servicer, provided that, prior security thereof to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or its designee; provided that such tender by the Enforcing ServicerTrustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c), and such other instruments as applicablemay be necessary or appropriate to transfer title to an REO Property in connection with the repurchase of, from exercising or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its rights related to a Material Defect in the manner and within the time frames set forth in the related Mortgage agents or subcontractors. (d) Each Loan Purchase Agreement provides the sole remedies available to the Certificateholders, [or thisthe Certificate Administrator] or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.

Mortgage Loan Sellers’ Repurchase. or Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 or documents constituting a part of a Mortgage File (including that part relating to the One & Two International Place Loan and the 450 West 33rd Street Loan to be held by the 2005-C17 Trustee) has not been properly executedxxxx xxxxxxxx xxxxxted, 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, each a “"Document Defect”) "), or (B) discovers or receives notice alleging of a breach of any representation or warranty of the applicable relating to any Mortgage Loan Seller made pursuant to Section 6(c) of set forth in the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (a “"Breach”) "), the party discovering such Document Defect or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person Breach shall give prompt written notice thereof (which notice, in respect of any obligation of the Trustee to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance provide notice of a Consultation Termination EventDocument Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a), ) to 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 (Majority Subordinate Certificateholder 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, or any such Document Defect is deemed in accordance with Section 2.04(b) of this Agreement to materially and adversely affect, affects the value of the related affected Mortgage Loan, the value interest of the related Mortgaged Property (or any related REO Property) Trust therein or the interests of any Certificateholder, such party shall notify the Trustee or any Certificateholder in Master Servicer of such determination and promptly after receipt of such notice, the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified MortgageMaster Servicer, then such Document Defect shall, subject to Section 2.04(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Servicer shall determine, and with respect to any affected a Specially Serviced Mortgage Loan the Special Servicer, shall request in writing (including any successor REO Mortgage 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 Majority Subordinate Certificateholder, the Rating Agencies and the Controlling Class Representative (prior to if different from the occurrence and continuance of a Consultation Termination EventMajority Subordinate Certificateholder), and the applicable Mortgage Loan Seller (a) notifying such parties of the existence of such Material Defect and (b) demanding 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 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 of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees accordance with Section 3(c) 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 Mortgage Loan or any related REO Property (or in accordance with Section 3(c) of the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Loan Purchase Price by wire transfer of immediately available funds to the Collection Account Agreement, or (iiiii) solely in within two years of the case of an affected Mortgage LoanClosing Date, substitute a Qualified Substitute Mortgage Loan (other than with respect to the One & Two International Place Loan and the 450 West 33rd Street Loan, for such affected which no substitution will be permittex) xxx xxxx xxxxxxxx Mortgage Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, Certificate Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that if (i) such Material Document Defect or Breach is capable of being cured 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 Mortgage 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 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 such repurchase or substitution (it being understood and agreed thatthe related Mortgage Loan); provided, in connection further, with such Mortgage Loan Seller’s receiving respect to such additional 90 ninety (90) day period, such period the 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 Defect is not capable of being cured within the initial 90 day period and what actions such the Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the 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 Mortgage Note, if Mortgage, title insurance policy, Ground Lease, any such letter of credit, franchise agreement or any comfort letter and comfort letter transfer documents (collectively, the "Material Core Documents")) shall be considered to materially and adversely affect the interests of any Certificateholder, the interest of the Trust therein or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is still not cured after required in connection with an imminent enforcement of the initial 90 day period and mortgagee's rights or remedies under the related Mortgage Loan, defending any such additional 90 day period solely due claim asserted by any borrower or third party with respect to the failure Mortgage Loan, establishing the validity or priority of such any lien on any collateral securing the Mortgage Loan Seller or for any immediate significant servicing obligations. Pursuant to have received the recorded documentMortgage Loan Purchase Agreement, then such the Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect cure all Document Defects which materially and adversely affect the interests of such Material Defect so long as such Mortgage Loan Seller certifies to the Trusteeany Certificateholder, the Master Servicerinterests of the Trust therein or the value of the related Mortgage Loan, regardless of 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)involved, except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months later than two years following the Closing Date; provided, however, that the initial ninety (90) day cure period referenced above shall not be reduced. 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 Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section 3(c) of the Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver to the other parties a written report as to the status of such uncured Document Defects as provided in this Section 2.03. If the affected Mortgage Loan is to be repurchasedrepurchased or substituted, the Master Servicer shall designate the Collection Certificate 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 Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described in the immediately preceding paragraph, (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable 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 Group (without regard to this paragraph), then the applicable Document Defect or Breach, as the case may be, will be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Group for purposes of this paragraph, and the Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Loan(s) in the related Crossed Group as provided in the immediately preceding paragraph unless such other Crossed Loans satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution and repurchase of Mortgage Loans set forth herein. In the event that the remaining Crossed Loans in such Crossed Group satisfy the aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Document Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Mortgage Loans in accordance with the Mortgage Loan documents. All other terms of the Mortgage Loans shall remain in full force and effect without any modification thereof. With respect to any Crossed Loan, to the extent that the Mortgage Loan Seller is required to repurchase or substitute for such Mortgage Loan in the manner prescribed in this Section 2.03(a) while the Trustee continues to hold any other Crossed Loans in the related Crossed Group, the Mortgage Loan Seller and the Depositor will, as set forth in the Mortgage Loan Purchase Agreement (any expenses incurred by the Trustee or the Master Servicer in connection with any modification or accommodation referred to in the Mortgage Loan Purchase Agreement (including but not limited to reasonable attorney fees) shall be paid by the Mortgage Loan Seller), forbear from enforcing any remedies against the other's Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect to each the Trustee, the Primary Collateral securing Mortgage Loans still held by the Trustee. (b) In connection with any repurchase or substitution of one or more Mortgage Loans contemplated by this Section 2.03, upon receipt of a Request for Release (in the form of Exhibit D-1 attached hereto) of a Servicing Officer of the Master Servicer certifying as to the receipt of the applicable Purchase Price(s) in the Certificate Account (in the case of any such repurchase) or the receipt of the applicable Substitution Shortfall Amount(s) in the Certificate Account and upon the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan Loan(s) to the Custodian and the Master Servicer, respectively (if any) after the related Due Date in the month case of any such substitution), (i) the Trustee shall execute and deliver such endorsements and assignments as are provided to it, in each case without recourse, representation or warranty, as shall be necessary to vest in the Mortgage Loan Seller the legal and beneficial ownership of each repurchased Mortgage Loan or deleted Mortgage Loan, as applicable, being released pursuant to this Section 2.03, and Monthly Payments due with respect (ii) the Trustee, the Custodian, the Master Servicer, and the Special Servicer shall each tender to the Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the Mortgage Loan being Seller, all portions of the Mortgage File and other documents pertaining to each such Mortgage Loan possessed by it and the Master Servicer and the Special Servicer shall release to the Mortgage Loan Seller any Escrow Payments and Reserve Funds held by it in respect of such repurchased or replaced after deleted Mortgage Loan; provided that such tender by the related Cut-Off Date and received by Trustee or the Custodian shall be conditioned upon its receipt from the Master Servicer or the Special Servicer of a Request for Release. Thereafter, the Trustee, the Custodian, the Master Servicer and the Special Servicer shall have no further responsibility with regard to the related repurchased Mortgage Loan(s) or deleted Mortgage Loan(s), as applicable, and the related Mortgage File(s) and Servicing File(s). The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Trust Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03, and the Trustee shall execute any powers of attorney that are prepared and delivered to the Trustee by the Master Servicer and are necessary to permit the Master Servicer to do so. The Master Servicer shall indemnify the Trustee for any reasonable costs, fees, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse by the Master Servicer of such powers of attorney. At the time a substitution is made, the Mortgage Loan Purchase Agreement will provide that the Mortgage Loan Seller shall deliver the related Mortgage File to the Trustee and certify that the substitute Mortgage Loan is a Qualified Substitute Mortgage Loan. (c) No substitution of a Qualified Substitute Mortgage Loan or Loans may be made in any calendar month after the Determination Date for such month. Periodic Payments due with respect to any Qualified Substitute Mortgage Loan after the related date of substitution shall be part of REMIC I. Periodic Payments due with respect to any Qualified Substitute Mortgage Loan 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 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, substitution shall not be part of the Trust Fund or REMIC I and are will (to the extent received by the Master Servicer) 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 . (d) The Mortgage Loan as contemplated by this Section 2.03(a) if Purchase Agreement provides 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 sole remedies available to the following paragraph) Certificateholders, or the Trustee on behalf of the relevant Material DefectCertificateholders, 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 respecting any Document Defect or Breach with respect to any Material Defect as set forth in the preceding paragraph, to Mortgage Loans purchased by the extent that such Mortgage Loan Seller and the Enforcing Servicer Depositor thereunder. (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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(ce) of this Agreement; provided that a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is the Special Servicer, then in connection The Trustee with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss cooperation of Value Payment, the Master Servicer shall, upon the Special Servicer’s request, promptly provide the Special Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating to such Mortgage Loan and reasonably requested by the Special 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 (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 Specially Serviced Mortgage Loans) shall, for the benefit of the Certificateholders, enforce the obligations of the Mortgage Loan Seller under Section 3 of the Mortgage Loan Purchase Agreement. (f) Notwithstanding the foregoing, if there exists a Breach relating to whether or not the Mortgage LoanLoan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s) with respect to matters described in Representations 23 and 43 of the Mortgage Loan Purchase Agreement, then the Master Servicer shall (and the Special Servicer may) direct the Mortgage Loan Seller in writing to wire transfer to the Certificate Account, within 90 days of the Mortgage Loan Seller's receipt of such direction, the portion amount of fees of any such costs and expenses borne by the Asset Representations Reviewer attributable to any Asset Review Trust Fund that are the basis of such Mortgage LoanBreach. Upon its making a Loss of Value Paymentsuch deposit, the related Mortgage Loan Seller shall be deemed to have cured the subject Material Defect such Breach in all respects. Provided that such Loss of Value Payment payment is mademade in full, this paragraph describes the sole remedy available to the Certificateholders or Certificateholders, the Trust Master Servicer, the Special Servicer, and the Trustee on their behalf regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, Breach and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan on account of such Breach or otherwise cure such Material DefectBreach. This paragraph is intended Amounts deposited in the Certificate Account pursuant 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 be used for the Mortgage Loan Seller reimbursement or the Enforcing Servicer, as applicable, from exercising any payment of its rights costs related to a Material Defect in the manner and within the time frames set forth in the related Mortgage Loan Purchase Agreement or thissuch Breach.

Mortgage Loan Sellers’ Repurchase. or Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 or documents constituting a part of a Mortgage File 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, each a “"Document Defect”) "), or (B) discovers or receives notice alleging of a breach of any representation or warranty of relating to any Mortgage Loan set forth in the applicable Mortgage Loan Seller made pursuant to Section 6(c) 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 related Mortgage Loan Purchase Agreement with respect Trustee to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Request, then such Person shall give prompt written provide notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination EventDocument Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a), ) to 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 (Majority Subordinate Certificateholder 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, or any such Document Defect is deemed in accordance with Section 2.04(b) of this Agreement to materially and adversely affect, affects the value of the related affected Mortgage Loan, the value interest of the related Mortgaged Property (or any related REO Property) Trust therein or the interests of any Certificateholder, such party shall notify the Trustee or any Certificateholder in Master Servicer of such determination and promptly after receipt of such notice, the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Master Servicer shall determine, request in writing (with respect to any affected Mortgage Loan (including any successor REO Mortgage 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 Majority Subordinate Certificateholder, the Rating Agencies and the Controlling Class Representative (prior to if different from the occurrence and continuance of a Consultation Termination EventMajority Subordinate Certificateholder), and the applicable Mortgage Loan Seller (a) notifying such parties of the existence of such Material Defect and (b) demanding 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 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 of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees accordance with Section 3(c) of the Asset Representations Reviewer payable pursuant to the related applicable 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 Mortgage Loan or any in accordance with Section 3(c) of the related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Loan Purchase Price by wire transfer of immediately available funds to the Collection Account Agreement, or (iiiii) solely in within two years of the case of an affected Mortgage LoanClosing Date, substitute a Qualified Substitute Mortgage Loan (other than with respect to the 175 West Jackson Loan, the 175 West Jackson Subordinate Companion Loax, xxx 000 Xxxxxn Lane Loan xxx xxx 000 Xxxxxx Xxxx Trust Subordinate Companxxx Xxxx, xxx xhich no substixxxxxx xxxx xx permitted) 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 pay the Master Servicer for deposit into the Collection Account, Certificate Account any Substitution Shortfall Amount in connection therewith, all therewith in conformity accordance with Sections 3(c) and 3(d) of the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that if (i) such Material Document Defect or Breach is capable of being cured 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 Mortgage 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 such repurchase or substitution (it being understood the related 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 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 Defect 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 ninety (90) day period); and provided, further, thatthat no Document Defect (other than with respect to a Mortgage Note, if Mortgage, title insurance policy, Ground Lease or any such Material letter of credit) shall be considered to materially and adversely affect the interests of any Certificateholder, the interest of the Trust therein or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is still not cured after required in connection with an imminent enforcement of the initial 90 day period and mortgagee's rights or remedies under the related Mortgage Loan, defending any such additional 90 day period solely due claim asserted by any borrower or third party with respect to the failure Mortgage Loan, establishing the validity or priority of such any lien on any collateral securing the Mortgage Loan Seller or for any immediate significant servicing obligations. For a period of two years from the Closing Date, so long as there remains any Mortgage File as to have received which there is any uncured Document Defect and so long as the recorded document, then such applicable Mortgage Loan Seller shall be entitled provide the Officer's Certificate pursuant to continue Section 3(c) of the applicable Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver to defer its cure, repurchase and/or substitution obligations in respect the other parties a written report as to the status of such Material Defect so long uncured Document Defects 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 provided 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 Datethis Section 2.03. If the affected Mortgage Loan is to be repurchasedrepurchased or substituted, the Master Servicer shall designate the Collection Certificate 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 Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described in the immediately preceding paragraph, (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable 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 Group (without regard to this paragraph), then the applicable Document Defect or Breach, as the case may be, will be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Group for purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Loan(s) in the related Crossed Group as provided in the immediately preceding paragraph unless such other Crossed Loans satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution and repurchase of Mortgage Loans set forth herein. In the event that the remaining Crossed Loans in such Crossed Group satisfy the aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Document Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Mortgage Loans in accordance with the Mortgage Loan documents. All other terms of the Mortgage Loans shall remain in full force and effect without any modification thereof. With respect to any Crossed Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute for such Mortgage Loan in the manner prescribed in this Section 2.03(a) while the Trustee continues to hold any other Crossed Loans in the related Crossed Group, the applicable Mortgage Loan Seller and the Depositor will, as set forth in the related Mortgage Loan Purchase Agreement (any expenses incurred by the Trustee or the Master Servicer in connection with any modification or accommodation referred to in such Mortgage Loan Purchase Agreement (including but not limited to reasonable attorney fees) shall be paid by the related Mortgage Loan Seller), forbear from enforcing any remedies against the other's Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect to each the Trustee, the Primary Collateral securing Mortgage Loans still held by the Trustee. (b) In connection with any repurchase or substitution of one or more Mortgage Loans contemplated by this Section 2.03, upon receipt of a Request for Release (in the form of Exhibit D-1 attached hereto) of a Servicing Officer of the Master Servicer certifying as to the receipt of the applicable Purchase Price(s) in the Certificate Account (in the case of any such repurchase) or the receipt of the applicable Substitution Shortfall Amount(s) in the Certificate Account and upon the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan Loan(s) to the Custodian and the Master Servicer, respectively (if any) after the related Due Date in the month case of any such substitution), (i) the Trustee shall execute and deliver such endorsements and assignments as are provided to it, in each case without recourse, representation or warranty, as shall be necessary to vest in the applicable Mortgage Loan Seller the legal and beneficial ownership of each repurchased Mortgage Loan or deleted Mortgage Loan, as applicable, being released pursuant to this Section 2.03, and Monthly Payments due with respect (ii) the Trustee, the Custodian, the Master Servicer, and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the applicable Mortgage Loan being Seller, all portions of the Mortgage File and other documents pertaining to each such Mortgage Loan possessed by it and the Master Servicer and the Special Servicer shall release to the applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds held by it in respect of such repurchased or replaced after deleted Mortgage Loan; provided that such tender by the related Cut-Off Date and received by Trustee or the Custodian shall be conditioned upon its receipt from the Master Servicer or the Special Servicer of a Request for Release. Thereafter, the Trustee, the Custodian, the Master Servicer and the Special Servicer shall have no further responsibility with regard to the related repurchased Mortgage Loan(s) or deleted Mortgage Loan(s), as applicable, and the related Mortgage File(s) and Servicing File(s). The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Trust Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03, and the Trustee shall execute any powers of attorney that are prepared and delivered to the Trustee by the Master Servicer and are necessary to permit the Master Servicer to do so. The Master Servicer shall indemnify the Trustee for any reasonable costs, fees, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse by the Master Servicer of such powers of attorney. At the time a substitution is made, the related Mortgage Loan Purchase Agreement will provide that the Mortgage Loan Seller shall deliver the related Mortgage File to the Trustee and certify that the substitute Mortgage Loan is a Qualified Substitute Mortgage Loan. (c) No substitution of a Qualified Substitute Mortgage Loan or Loans may be made in any calendar month after the Determination Date for such month. Periodic Payments due with respect to any Qualified Substitute Mortgage Loan after the related date of substitution shall be part of REMIC I. Periodic Payments due with respect to any Qualified Substitute Mortgage Loan 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 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, substitution shall not be part of the Trust Fund or REMIC I and are will (to the extent received by the Master Servicer) be remitted by the Master Servicer to the applicable 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 . (d) Each Mortgage Loan as contemplated Purchase Agreement provides the sole remedies available to the Certificateholders, or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to the Mortgage Loans purchased by this Section 2.03(athe Depositor thereunder. (e) if The Trustee with the cooperation of the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall, for the benefit of the Certificateholders, enforce the obligations of the Mortgage Loan to be replaced was itself a Qualified Substitute Sellers under Section 3 of the applicable Mortgage Loan that had replaced Purchase Agreement. (f) Notwithstanding the foregoing, if there exists a prior Breach relating to whether or not the Mortgage Loan, Loan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s) with respect to matters described in which case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) Representations 23 and 43 of the relevant Material Defect, the affected applicable Mortgage Loan will be required to be repurchased. Notwithstanding Purchase Agreement, then the foregoing provisions of this Section 2.03(a), in lieu of Master Servicer shall (and the Special Servicer may) direct the related Mortgage Loan Seller performing its obligations with respect in writing to any Material Defect as set forth in the preceding paragraph, wire transfer to the extent that Certificate Account, within 90 days of such Mortgage Loan Seller and the Enforcing Servicer (subject to the consent Seller's receipt of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan)such direction, 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 any 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is the Special Servicer, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Special Servicer’s request, promptly provide the Special Servicer with a copy of the Servicing File for such Mortgage Loan costs and any other information relating to such Mortgage Loan and reasonably requested expenses borne by the Special Servicer. Any agreement by Trust Fund that are 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 (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect basis 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 LoanBreach. Upon its making a Loss of Value Paymentsuch deposit, the related Mortgage Loan Seller shall be deemed to have cured the subject Material Defect such Breach in all respects. Provided that such Loss of Value Payment payment is mademade in full, this paragraph describes the sole remedy available to the Certificateholders or Certificateholders, the Trust Master Servicer, the Special Servicer, and the Trustee on their behalf regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, Breach and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan on account of such Breach or otherwise cure such Material DefectBreach. This paragraph is intended Amounts deposited in the Certificate Account pursuant 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 be used for the Mortgage Loan Seller reimbursement or the Enforcing Servicer, as applicable, from exercising any payment of its rights costs related to a Material Defect in the manner and within the time frames set forth in the related Mortgage Loan Purchase Agreement or thissuch Breach.

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) ), or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, 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 subject to Section 12.13 11.13 of this Agreement, each of the Rule 17g-5 Information Provider Rating Agencies (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 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property Certificateholders therein (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach”), as the case may be. The Enforcing Special Servicer shall determine, with respect to any affected Mortgage Loan (including any successor or REO Mortgage Loan with respect thereto)Loan, 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 DefectDocument Defect or Material Breach, then the Enforcing Special Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto, hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event). Promptly upon becoming aware of any Material Document Defect or Material Breach (including through a written notice given by the Master Servicer or the Special Servicer, and as provided above), the applicable Mortgage Loan Seller (a) notifying such parties of the existence of such Material Defect and (b) demanding that Trustee shall require 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) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material DefectDocument Defect or Material Breach), to 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)therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either (before the end of such 90-day period) to (i) repurchase the affected Mortgage Loan or any related REO Property [(or the Trust’s interest therein with respect to any Outside Non-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 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 if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 Trustee and the Certificate Administrator setting forth the reasons such Material Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document 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 and substitution obligations in respect of such Material Document Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer Trustee and the Certificate Administrator every 30 days thereafter that the Material Document 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 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 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 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 If the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or given and after which withdrawal is by the date Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of substitutionsuch Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any Companion Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each Qualified Substitute of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the Special Servicer receives a Repurchase Communication that any Mortgage LoanLoan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”), if anyor that such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the Special Servicer shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the Depositor, the applicable Mortgage Loan Seller unless it is the entity 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 repurchased or replaced the subject Mortgage Loan as contemplated or rejected such Repurchase Request, and unless it is the party that notified the Special Servicer thereof, the Certificate Administrator. Each notice of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to this Section 2.03(a) if (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior identity of the related Mortgage Loan, (ii) the date that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in which case, absent a cure the Repurchase Request) and (including iv) in the case of 15Ga-1 Notices provided by the making Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request. If the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase Communication of a Loss Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of Value Payment pursuant such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following paragraphstatement in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a) of the relevant Material DefectPooling and Servicing Agreement relating to the GS Mortgage Securities Trust 20[__]-[___] Commercial Mortgage Pass Through Certificates, Series 20[__]-[___], requiring action by you as the affected Mortgage Loan will be required recipient of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to be repurchased. Notwithstanding the foregoing provisions of this Section 2.03(a)paragraph, in lieu the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the related Mortgage Loan Seller performing its obligations Special Servicer shall comply with respect to any Material Defect as the notice procedures set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing Servicer (subject to the consent paragraphs of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than this Section 2.03(a) with respect to an Excluded Mortgage Loan), 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 Repurchase Communication 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is the Special ServicerRepurchase Request, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value PaymentRepurchase Request Withdrawal, the Master Servicer shall, upon the Special Servicer’s request, promptly provide the Special Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating to such Mortgage Loan and reasonably requested by the Special 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 (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 related 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 Repurchase 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 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 thisRepurchase Request Rejection.

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) or (ii) the Master Servicer, the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”), then such Person party shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of during a Subordinate Control Period or a Collective Consultation Termination Event), Period) the other parties hereto, any related Serviced the Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant subject to Section 12.13 11.14 of this Agreement, each of the Rule 17g-5 Information Provider Rating Agencies (to the extent notice has not been previously been delivered to such Persons parties pursuant to this sentence). If any such Document Defect or Breach with respect to any Mortgage Loan materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.04(b) of this Agreement to materially and adversely affect, affects the value of the related such Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO PropertyMortgage Loan) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified MortgageCertificateholders therein, then such Document Defect shall, subject to Section 2.04(b), shall 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 Promptly upon receiving written notice of any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto), whether a Document Defect is a such Material Document Defect or Material Breach (including through a Breach is written notice given by any party hereto, as provided above), the Trustee shall notify the Depositor, the Mortgage Loan Seller, the Certificate Administrator, the Master Servicer and the Special Servicer, and the Master Servicer or Special Servicer, as applicable shall send 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 (a) notifying such parties of demanding 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) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage“qualified mortgage”(within the meaning of Section 860G(a)(3) of the Code), not later than 90 days from of any party discovering such Material DefectDocument Defect or Material Breach), (1) cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith 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) (i2) repurchase the affected 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 of immediately available funds to the Collection Account or (ii) solely or, in the case of an affected Mortgage LoanREO Property, to the related REO Account) or (3) 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 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 AgreementAgreement (such 90 day period, in any case, the “Initial Resolution Period”); provided, however, that if (ix) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day periodthe Initial Resolution Period, (iiy) such Material Document Defect or Material Breach is not related to any a Mortgage Loan not being a Qualified Mortgage “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code) and (iiiz) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90 day periodthe Initial Resolution Period, then such the Mortgage Loan Seller shall have an additional 90 days (such additional 90 day period, the “Resolution Extension Period”) 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 the Mortgage Loan Seller’s receiving such additional 90 day perioda Resolution Extension Period, such the Mortgage Loan Seller shall deliver an Officer’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 Material Breach is not capable of being cured within the initial 90 day period Initial Resolution Period and what actions such the Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such the Mortgage Loan Seller anticipates that such Material Document Defect or Material Breach will be cured within such additional 90 day periodthe Resolution Extension Period); and provided, further, that, if . If after the Resolution Extension Period any such Material Document 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 the Mortgage Loan Seller to have received the recorded document, then such the Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or and substitution obligations in respect of such Material Document Defect with the consent of the Trustee (not to be unreasonably withheld) so long as such the Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer Trustee and the Certificate Administrator every 30 days thereafter that the Material Document Defect is still in effect solely because of its failure to have received the recorded document and that such the 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. Any repurchase of a Mortgage Loan hereunder shall be on a whole loan, servicing released basis. If the affected Mortgage 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 being repurchased or replaced after the related Cut-Off 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 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 If the Master Servicer, the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (during a Subordinate Control Period or a Collective Consultation Period), the Companion Loan Holder (if applicable) and, subject to Section 11.14 of this Agreement, each of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). Each notice of a Repurchase Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, as applicable, and shall include (i) the identity of the related Mortgage Loan and the Person making such Repurchase Request, (ii) the date the Repurchase Request or Repurchase Request Withdrawal was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of substitution15Ga-1 Notices provided by the Master Servicer or the Special Servicer with respect to a Repurchase Request, each Qualified Substitute a statement as to whether the Master Servicer or the Special Servicer, as applicable, currently plans to pursue such Repurchase Request. If the Trustee, the Certificate Administrator, the Operating Advisor or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Master Servicer and to the Special Servicer and, during a Subordinate Control Period or a Collective Consultation Period, the Controlling Class Representative, and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase Request Withdrawal” under Section 2.03(a) of the Pooling and Servicing Agreement relating to the [______] Commercial Mortgage LoanTrust 20[__]-[__] Commercial Mortgage Pass Through Certificates, if anySeries 20[__]-[__], requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer and the Special Servicer, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer, shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and the Master Servicer or the Special Servicer, as applicable, shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal. No Person that has been substituted is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided only to assist the Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation, (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may be substituted for a Defective have with respect to the Mortgage Loan as contemplated by Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice and (iii) receipt of a 15Ga-1 Notice or delivery of any notice required to be delivered pursuant to this Section 2.03(a) if shall not in and of itself constitute delivery, or receipt, of notice of any Document Defect or Breach or knowledge by the Seller of any Document Defect or Breach. On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of the Mortgage Loan Purchase Agreement, which the Master Servicer shall provide to each Sub-Servicer. (b) Subject to the Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Sections 2.01(b) and 2.01(c) of this Agreement, and not in any manner intending to limit or affect a determination that the failure to deliver any of the other documents described in the definition of “Mortgage File” in accordance with this agreement might constitute a Material Document Defect, failure of the Mortgage Loan Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (19) and (20) in the definition of “Mortgage File” in accordance with this Agreement and the Mortgage Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Document Defect described above) shall be considered to be replaced was itself a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. (c) In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loanfor, 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If pursuant to this Section 2.03, the Enforcing Servicer is Trustee, the Special ServicerCertificate Administrator, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value PaymentCustodian, the Master Servicer shall, upon the Special Servicer’s request, promptly provide and the Special Servicer with shall each tender to the Mortgage Loan Seller, upon delivery to each of them of a copy receipt executed by the Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation, the Servicing File for such Mortgage Loan and any other information relating File) pertaining to such Mortgage Loan possessed by it, and reasonably requested by each document that constitutes a part of the Special 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 File shall be subject endorsed or assigned to the consent of the Controlling Class Representative (so long as no Control Termination Event has occurred and is continuing and other than with respect extent necessary or appropriate to an Excluded Mortgage Loan). 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 related 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 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 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 its designee in the Enforcing Servicersame manner, as applicablebut only if the respective documents have been previously assigned or endorsed to the Trustee, from exercising any and pursuant to appropriate forms of its rights related assignment, substantially similar to a Material Defect in the manner and within forms pursuant to which such documents were previously assigned to the time frames set forth Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such tender by the Trustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the related Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer title to an REO Property in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (d) The Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or thisthe Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.

Mortgage Loan Sellers’ Repurchase. Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and 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 Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, 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 the Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant subject to Section 12.13 11.13 of this Agreement, each of the Rule 17g-5 Information Provider Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If The Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) shall determine whether any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.04(b2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged Property Loan (or any related REO PropertyMortgage Loan) or the interests of the Trustee or Certificateholders therein (any Certificateholder in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.04(b), shall constitute a “Material Document Defect” or and any 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), 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 DefectDocument Defect or Material Breach, then the Enforcing Special Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the other parties hereto, hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (a) notifying such parties . Promptly upon becoming aware of the existence of any such Material Document Defect and or Material Breach (b) demanding that including through a written notice given by the Master Servicer or the Special Servicer, as provided above), the Trustee shall require 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) or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material DefectDocument Defect or Material Breach), to 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)therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either (before the end of such 90-day period) to (i) repurchase the affected 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 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 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 if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 Trustee and the Certificate Administrator setting forth the reasons such Material Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document 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 and substitution obligations in respect of such Material Document Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer Trustee and the Certificate Administrator every 30 days thereafter that the Material Document 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 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 being repurchased or replaced after the related Cut-Off 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 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 If the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received or given and after which withdrawal is by the date Person making such Repurchase Request (a “Repurchase Request Withdrawal”), such party shall give written notice of substitutionsuch Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Companion Loan Holder (if applicable) and, subject to Section 11.13 of this Agreement, each Qualified Substitute of the Rating Agencies (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). Each notice of a Repurchase Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request or Repurchase Request Withdrawal was received, as applicable, (iii) if anyknown, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request. If the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase Request Withdrawal” under Section 2.03(a) of the Pooling and Servicing Agreement relating to the GS Mortgage Securities Trust 2011-GC5 Commercial Mortgage Pass Through Certificates, Series 2011-GC5, requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Special Servicer, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and the Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal. No Person that has been substituted is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice. On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement, which the Master Servicer shall provide to each Sub-Servicer. (b) Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Sections 2.01(b) and 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (19) and (20) in the definition of “Mortgage LoanFile” hereunder in accordance with this Agreement and the applicable Loan Purchase Agreement for all purposes. No mortgage loan may be substituted for a Defective any Mortgage Loan as contemplated shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by this Section 2.03(a) if any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan to be replaced was itself or for any immediate significant servicing obligation. (c) In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loanfor, 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 (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), 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 Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If pursuant to this Section 2.03, the Enforcing Servicer is Trustee, the Special ServicerCertificate Administrator, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value PaymentCustodian, the Master Servicer shall, upon the Special Servicer’s request, promptly provide and the Special Servicer with a copy of shall each tender to the Servicing File for such applicable Mortgage Loan and any other information relating Seller, upon delivery to such Mortgage Loan and reasonably requested by the Special Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss each of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). 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 them 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 related 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 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 otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement or settlement between receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation, the Servicing File) pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the Enforcing Servicer, provided that, prior security thereof to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or its designee; provided that such tender by the Enforcing ServicerTrustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c), and such other instruments as applicablemay be necessary or appropriate to transfer title to an REO Property in connection with the repurchase of, from exercising or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its rights related to a Material Defect in the manner and within the time frames set forth in the related Mortgage agents or subcontractors. (d) Each Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or thisthe Certificate Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.