Common use of Sale and Conveyance of Mortgages; Possession of Mortgage File Clause in Contracts

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16July 27, 2013 2018 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, (ii) the Class X-D, Class D, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16July 27, 2013 2018 (the “Private Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of June 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3A1, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16June 4, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and the UnderwritersXxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS, Barclays, in such capacity, the Purchaser will sell certain of “Underwriters”); (ii) the Class A-3A1, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16June 4, 2013 2015 (the “Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers; and (iii) the Class A-3A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of June 4, 2015 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Purchaser Depositor and Initial PurchasersJPMCB. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45491,243,750.39, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16July 27, 2013 2018 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, (ii) the Class X-D, Class D, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16July 27, 2013 2018 (the “Private Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and JPMorgan Chase Bank, National Association (“JPMCB”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $38,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16July 27, 2013 2018 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, (ii) the Class X-D, Class D, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16July 27, 2013 2018 (the “Private Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of June 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3A1, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16June 4, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS, Barclays in such capacity, the Purchaser will sell certain of “Underwriters”); (ii) the Class A-3A1, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16June 4, 2013 2015 (the “Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers; and (iii) the Class A-3A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of June 4, 2015 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Purchaser Depositor and Initial PurchasersJPMCB. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in a Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). In addition, with respect to the Mortgage Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than a Non-Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the Gansevoort Park Avenue Loan and the Miami Center Loan, pursuant to this Section 1, the Seller does hereby assign all of its right, title and interest (solely in its capacity as the holder of the respective subject Mortgage Loan) in, to and under the related Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of the related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May November 16, 2013 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May November 16, 2013 2012 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45344,820,805.59, plus accrued interest on the Mortgage Loans from and including May November 1, 2013 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of June 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3A1, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16June 4, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and the UnderwritersXxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays in such capacity, the Purchaser will sell certain of “Underwriters”); (ii) the Class A-3A1, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16June 4, 2013 2015 (the “Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers; and (iii) the Class A-3A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of June 4, 2015 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Purchaser Depositor and Initial PurchasersJPMCB. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of May 1, 2016, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class X-0, Xxxxx X-0, Class A-3A, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 164, 2013 2016 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx, Sachs & Co. (“GS&Co.”), Xxxxxx Xxxxxxxx, LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS, DBSI, GS&Co. and Drexel, in such capacity, the Purchaser will sell certain of “Underwriters”); (ii) the Class X-C, Class D, Class E, Class F, Class NR and Class R Certificates (together with the Class A-3B Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and DBSI as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 164, 2013 2016 (the “Private Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers; and (iii) the Class A-3B Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association, Chief Investment Office (“JPMCB”) specified in that certain certificate purchase agreement, dated as of May 4, 2016 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated April 28, 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated May 5, 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated April 28, 2016 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated May 5, 2016 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and Initial Purchasersinterest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit D hereto to the Special Servicer, that permits such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that with respect to any Mortgage Loan that provides for defeasance, the Seller hereby retains all rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral (except with respect to the Mortgage Loans identified on Exhibit A to this Agreement (the as “Mortgage Loan ScheduleArundel Xxxxx and Marketplace”) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (together with JPMS, CGMI, GS&Co., BofA Securities and Academy, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16December 11, 2013 2023 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, and (ii) the Purchaser will sell certain of the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) to JPMS, CGMI, GS&Co. and BofA Securities, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16December 11, 2013 2023 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated December 6, 2023 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated December 11, 2023 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated December 6, 2023 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated December 11, 2023 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date and (ii) in exchange for a reduction in the cash portion of the purchase price for that would otherwise be paid by the Mortgage LoansPurchaser, the Purchaser shall pay, by wire transfer $12,660,000 Certificate Balance of immediately available funds, the VRR Interest in the form of the Class RR Certificates to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on (which Class RR Certificates will be deemed to be transferred from the Mortgage Loans Purchaser to JPMCB and from and including May 1, 2013 JPMCB to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsibleSeller). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4589,314,976.70, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in a Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). In addition, with respect to the Mortgage Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than a Non-Serviced Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May November 16, 2013 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May November 16, 2013 2012 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45149,972,910.27, plus accrued interest on the Mortgage Loans from and including May November 1, 2013 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16January 24, 2013 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class R Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16January 24, 2013 2012 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45114,153,327.85, plus accrued interest on the Mortgage Loans from and including May February 1, 2013 2012 to but excluding the Closing Date (but subject to certain post-post- settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45397,022,330.20, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45214,795,411.33, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holder of interests in the River Oaks Companion Loan) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the River Oaks Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of the River Oaks Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holder the River Oaks Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the River Oaks Mortgage Loan pursuant to this Section 1, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the River Oaks Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the River Oaks Companion Loan Holder, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16March 27, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16March 27, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4572,594,309.40, plus accrued interest on the Mortgage Loans from and including May April 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16February 28, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16February 28, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45352,500,688.84, plus accrued interest on the Mortgage Loans from and including May March 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holder of interests in the Maine Mall Companion Loan) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Maine Mall Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of the Maine Mall Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holder of the Maine Mall Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Maine Mall Mortgage Loan pursuant to this Section 1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Maine Mall Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the Maine Mall Companion Loan Holder, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16June 5, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16June 5, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45371,279,928.87, plus accrued interest on the Mortgage Loans from and including May June 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), ) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16September 18, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16September 18, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45196,071,688, plus accrued interest on the Mortgage Loans from and including May September 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16August 14, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16August 14, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45124,999,593.30, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date)) and, in the case of the Mortgage Loan identified on the Mortgage Loan Schedule as 10 Xxxxxxx Xxxxx Xxxxx, the 10 Xxxxxxx Xxxxx Xxxxx Xxxxxxx Deposit. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16September 10, 2013 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16September 10, 2013 2012 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45135,135,874, plus accrued interest on the Mortgage Loans from and including May September 1, 2013 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), ) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16September 18, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16September 18, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4574,071,304, plus accrued interest on the Mortgage Loans from and including May September 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 13, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 13, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45$ 201,663,889.47, plus accrued interest on the Mortgage Loans from and including May November 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of March 1, 2017, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16March 17, 2013 2017 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxx Xxxxxxxx, LLC, (“Drexel”), and the Purchaser will sell certain of the Certificates Academy Securities, Inc. (“Academy”, and together with JPMS, DBSI and Drexel, in such capacity, the “Private CertificatesUnderwriters”); (ii) the Class D and Class R Certificates to JPMS and DBSI as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16March 17, 2013 2017 (the “Private Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (and, together with the Class D and Class R Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to Massachusetts Mutual Life Insurance Company (the “Retaining Party”) specified in that certain certificate purchase agreement, dated as of March 17, 2017 (the “Retaining Party Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Retaining Party. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 10, 2017 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 20, 2017 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated March 10, 2017 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated March 20, 2017 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and Initial Purchasersinterest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 167, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 167, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4550,888,372, plus accrued interest on the Mortgage Loans from and including May 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16July 17, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16July 17, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45309,636,676, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of March 1, 2016, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16February 23, 2013 2016 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Xxxxxx Xxxxxxxx, LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS, Barclays and Drexel, in such capacity, the Purchaser will sell certain of “Underwriters”) and (ii) the Class X-D, Class D-1, Class D-2, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16February 23, 2013 2016 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated February 16, 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated February 25, 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated February 16, 2016 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated February 25, 2016 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit D hereto to the Special Servicer, that permits such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 1615, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 1615, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45121,819,160.46, plus accrued interest on the Mortgage Loans from and including May 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), ) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) ), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 22, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 22, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45262,032,114.25, plus accrued interest on the Mortgage Loans from and including May December 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “MGM Grand & Mandalay Bay” (the “MGM Grand & Mandalay Bay Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $23,333,333 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSI, GS&Co. and Academy, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16October 19, 2013 2020 (the “Underwriting Agreement”), between the Purchaser Depositor and the UnderwritersUnderwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class NR, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16October 19, 2013 2020 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated October 12, 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated October 20, 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated October 12, 2020 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated October 20, 2020 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of April 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C and Class EC Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16April 2, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), KeyBanc Capital Markets Inc. (“KeyBanc”) and the UnderwritersXxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS, Barclays and KeyBanc, in such capacity, the Purchaser will sell certain of “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class NR, Class Z and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, Barclays and KeyBanc, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16April 2, 2013 2015 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holder of interests in the 00 Xxxx 00xx Xxxxxx Companion Loan and the Mall St. Xxxxxxxx Companion Loan) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any Non-Serviced Companion Loan) prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the 00 Xxxx 00xx Xxxxxx Mortgage Loan and the Mall St. Xxxxxxxx Mortgage Loan pursuant to this Section 1, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the 00 Xxxx 00xx Xxxxxx Mortgage Loan and the Mall St. Xxxxxxxx Mortgage Loan) in, to and under the related Co-Lender Agreement. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16August 14, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16August 14, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45576,760,922.45, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), Purchaser subject to the rights of the other holders of interests in a Companion Loan all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “"Mortgage Loan Schedule”") including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). With respect to each of the mortgage loans identified on the Mortgage Loan Schedule as 1615 L Street and Wells Fargo Tower (the "Lehman Joint Loans"), the Xxxxxx xxxx xell a 00% pari passu interest xxx x 49% pari passu interest, respectively, in such mortgage loans, and Lehman Brothers Holdings Inc. ("Lehman") will sell a 49% pari passu xxxxxxst and a 51% pari passu inxxxxxx, respectively, in such mortgage loans pursuant to a Mortgage Loan Purchase Agreement dated as of July 1, 2007 (the "Lehman Mortgage Loan Purchase Agreement"). With respect to the mortgxxx xxan identified on the Mortgage Loan Schedule as 119 West 40th Street (the "Wachovia Joint Loan" and, together with txx Xxxxxx Xxxxx Xxxxs, the "Joint Loans"), the Seller will sell a 50% pxxx xxssu interest in such mortgage loan, and Wachovia Bank, National Association ("Wachovia" and, together with Lehman, the "Other Sellers") will sell a 50% pari passu interest in xxxx xortgage loan pursuant to a Mortgage Loan Purchase Agreement dated as of July 1, 2007 (the "Wachovia Mortgage Loan Purchase Agreement" and, together with the Lehman Mortgage Loan Purchase Agreement, the "Other Mortgage Loan Puxxxxxx Agreements"). With respect to each Joint Loan, the Seller's interest in such Joint Loan that is being sold to the Purchaser hereunder is referred to herein as the "Seller Interest"; and the related Other Seller's interest in such Joint Loan that is being sold to the Purchaser under the related Other Mortgage Loan Purchase Agreement is referred to herein as the "Other Seller Interest". Upon the sale of the Mortgage Loans, the ownership of each related Note, subject to the rights of the other holders of interest in a Companion Loan, the Seller’s 's interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File File, will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each the related Mortgage Loan (other than a Non-Serviced Companion Loan) prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates (the “Public "Offered Certificates”") to the underwriters (the “"Underwriters”") specified in the Underwriting Agreement, dated as of May 16June 21, 2013 2007 (the “"Underwriting Agreement”"), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR Certificates (the “"Private Certificates”") to the initial purchasers (the “"Initial Purchasers” " and, collectively with the Underwriters, the “"Dealers”") specified in the Certificate Purchase Agreement, dated as of May 16June 21, 2013 2007 (the “"Certificate Purchase Agreement”"), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, pay to the Seller or at the Seller’s 's direction $83,338,528.45, plus 4,656,603,876.70 (excluding accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsibleDepositor). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “ILPT Hawaii Portfolio” (the “ILPT Hawaii Portfolio Mortgage Loan”) is evidenced by three promissory notes that are being contributed by the Seller and JPMorgan Chase Bank, National Association (“JPMCB”), and the Seller is only selling to the Purchaser the related Mortgage Notes in favor of the Seller and its successors and assigns in the original principal amounts of $22,000,000 and $30,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI, and Drexel, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 1622, 2013 2019 (the “Underwriting Agreement”), between the Purchaser Depositor and the UnderwritersUnderwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 1622, 2013 2019 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated May 16, 2019 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated May 23, 2019 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated May 16, 2019 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated May 23, 2019 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, notwithstanding anything herein to the contrary (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16October 14, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16October 14, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45116,053,484.02, plus accrued interest on the Mortgage Loans from and including May October 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated June 1, 2018, between the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 1623, 2013 2018 (the “Underwriting Agreement”), between the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”), and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI and Drexel, in such capacity, the Purchaser will sell certain of “Underwriters”) and (ii) the Class X-D, Class X-EF, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS and DBSI as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 1623, 2013 2018 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated May 18, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated May 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated May 18, 2018 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated May 24, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral (except with respect to the Mortgage Loan identified on Exhibit A as “000 Xxxx Xxxxxx”)) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “000 Xxxx Xxxxxx” (the “000 Xxxx Xxxxxx Mortgage Loan”) is evidenced by four promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the two related Mortgage Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $35,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSI, GS&Co. and Academy, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16October 19, 2013 2020 (the “Underwriting Agreement”), between the Purchaser Depositor and the UnderwritersUnderwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class NR, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16October 19, 2013 2020 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated October 12, 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated October 20, 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated October 12, 2020 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated October 20, 2020 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date and (ii) in exchange for a reduction in the cash portion of the purchase price for that would otherwise be paid by the Mortgage LoansPurchaser, the Purchaser shall pay, by wire transfer $28,689,822 Certificate Balance of immediately available funds, the Class RR Certificates to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)direction. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 21, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 21, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45253,226,733.01, plus accrued interest on the Mortgage Loans from and including May December 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral (except with respect to the Mortgage Loans identified on Exhibit A as “One Wilshire”, “JW Marriott Desert Springs”, Woodmore Towne Centre”, “The Summit” and “000 Xxx Xxxxxx”)) in and to this Agreement (the “Mortgage Loan Schedule”) Loans described in Exhibit A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Sachs & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (together with JPMS, CGMI, DBSI, GS&Co. and Academy, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16February 1, 2013 2022 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, (ii) the Class X-D, Class X-FG, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16February 1, 2013 2022 (the “Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers and (iii) the Class A-2A1 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association (“JPMCB”), pursuant to a certificate purchase agreement, dated as of February 1, 2022 (the “CIO Certificate Purchase Agreement”), between the Depositor and JPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated January 21, 2022 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated February 1, 2022 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates and the Direct Sale Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated January 21, 2022 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated February 1, 2022 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and Initial Purchasersinterest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date and (ii) in exchange for a reduction in the cash portion of the purchase price for that would otherwise be paid by the Mortgage LoansPurchaser, the Purchaser shall pay, by wire transfer $17,748,347 of immediately available funds, the VRR Interest in the form of a portion of the uncertificated RR Interest to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf which portion of the Depositor RR Interest will be deemed to be transferred from the Purchaser to JPMCB and for which the Seller is specifically responsiblefrom JPMCB to GS Bank). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16July 17, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16July 17, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4550,349,739, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16June 5, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16June 5, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45220,295,494.29, plus accrued interest on the Mortgage Loans from and including May June 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). In addition, on the Closing Date, the Seller shall cause to be delivered to the Depositor the aggregate Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16February 13, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16February 13, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45358,633,466.68, plus accrued interest on the Mortgage Loans from and including May February 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16July 17, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16July 17, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45310,989,254, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16August 14, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16August 14, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45306,886,457.73, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible), and the Purchaser shall cause the Class Q Uncertificated Interest to be issued in favor of the Seller under the Pooling and Servicing Agreement. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May November 16, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May November 16, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45134,537,879.88, plus accrued interest on the Mortgage Loans from and including May December 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16September 15, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16September 15, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45179,579,576.65, plus accrued interest on the Mortgage Loans from and including May September 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16February 28, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16February 28, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4579,709,572.85, plus accrued interest on the Mortgage Loans from and including May March 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the TrusteeTrustee Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “0000 Xxxxxxxx” (the “0000 Xxxxxxxx Mortgage Loan”) is evidenced by three promissory notes that are being contributed by the Seller, JPMorgan Chase Bank, National Association (“JPMCB”) and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $10,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Xxxxxxxxx LLC (“Jefferies”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Sachs & Co. LLC (“GS&Co.”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, Jefferies, DBSI and GS&Co., in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16June 25, 2013 2020 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, and (ii) the Purchaser will sell certain of the Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class NR-RR and Class R Certificates (collectively, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS, Jefferies, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16June 25, 2013 2020 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated June 16, 2020 (including, without limitation, all exhibits and annexes thereto, and as amended and supplemented by that certain supplement to the preliminary prospectus, dated June 23, 2020, the “Preliminary Prospectus”), and (b) a final prospectus, dated June 25, 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated June 16, 2020 (as amended and supplemented by that certain supplement to the preliminary confidential private placement memorandum, dated June 23, 2020, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated June 25, 2020 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Upon written request from the Master Servicer or Special Servicer, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Master Servicer and the Special Servicer, that permits the Master Servicer and the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16February 28, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16February 28, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4552,362,136.44, plus accrued interest on the Mortgage Loans from and including May March 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, each of Natixis RE and Natixis CMF does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except subject to certain agreements regarding servicing as otherwise specifically set forth herein)provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Sellers) all of its right, title title, and interest in and to the Natixis RE Mortgage Loans identified on Exhibit A to this Agreement (Loans, in the “case of Natixis RE, and the Natixis CMF Mortgage Loan Schedule”) Loans, in the case of Natixis CMF, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the such Mortgage Loans on or before the Cut-Off off Date), and in the case of the Logan Portfolio Loans, the "regular interest" and "residual interest" xx each individual loan REMIC formed pursuant to the respective REMIC Declarations executed on July 5, 2007. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and Mortgage, the other contents of the related Mortgage File and each REMIC Declaration will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of each Seller (other than the Seller records and documents described in the proviso to Section 3(a) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Each Seller's records will accurately reflect the sale of each such Mortgage Loan to the Purchaser. On the Closing Date, the Seller shall also deliver to the Depositor an amount equal to $252,236.20, which amount represents the aggregate amount of interest that would have accrued at the related Mortgage Rates on the applicable Mortgage Loans commencing August 1, 2007 for those Mortgage Loans that do not have a Due Date in September 2007. The Purchaser Depositor will sell certain of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class A-X, Xxxxx X, Xxass C, Class D, Class E and Class F Certificates (the “Public "Offered Certificates”") to the underwriters (the “"Underwriters”") specified in the Underwriting Agreementunderwriting agreement, dated as of May 16August 24, 2013 2007 (the “"Underwriting Agreement”), ") between the Purchaser Depositor and the UnderwritersJ.P. Morgan Securities Inc. ("JPMSI") for itself and as representatixx xx xxx xeveral underwriters identified therein, and the Purchaser Depositor will sell certain the Class G, Class H and Class J Certificates and a portion of the Class K Certificates to JPMSI and/or UBS Securities LLC as initial purchasers and sell the remaining portion of the Class K Certificates and the Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates through JPMSI, as placement agent pursuant to the certificate purchase and placement agreement dated August 24, 2007 (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “"Certificate Purchase and Placement Agreement”"), between among the Purchaser Depositor, JPMSI, for itself as initial purchaser and Initial Purchaserson behalf of UBS Securities LLC, as initial purchaser, and JPMSI as placement agent. The sale and conveyance of the Mortgage Loans is being conducted on an arms-arms length basis and upon commercially reasonable terms. As the purchase price for the Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans, the Purchaser shall pay, by wire transfer of pay to Natixis RE or at Natixis RE's direction in immediately available funds, to funds the Seller or at the Seller’s direction sum of $83,338,528.45, plus 474,577,759.40 (which amount is inclusive of accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters exclusive of Natixis RE's and the Initial Purchasers on behalf Natixis CMF's pro rata share of the Depositor and for which the Seller is specifically responsiblecosts set forth in Section 9 hereof). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16October 10, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16October 10, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45188,709,399, plus accrued interest on the Mortgage Loans from and including May October 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Bellagio Hotel and Casino” (the “Bellagio Hotel and Casino Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and JPMorgan Chase Bank, National Association (“JPMCB”), and the Seller is only selling to the Purchaser the related Mortgage Notes in favor of the Seller and its successors and assigns in the original principal amount of $40,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C and Class D Certificates (the “Public Certificates” and, together with the Class R Certificates, the “Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16February 6, 2013 2020 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated February 3, 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated February 6, 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser will sell certain Purchaser, on behalf of the Certificates Trust, as the assignee. Accordingly, the Seller hereby (the “Private Certificates”and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the initial purchasers Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the “Initial Purchasers” andPurchaser, collectively on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the Underwritersrelated Intercreditor Agreement from and after the Closing Date. In addition, the “Dealers”) specified in Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the Purchase terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement, dated as of May 16, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16July 17, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16July 17, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45496,056,314, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), ) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) ), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 22, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 22, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4552,222,985.17, plus accrued interest on the Mortgage Loans from and including May December 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16February 28, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16February 28, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4576,229,910.21, plus accrued interest on the Mortgage Loans from and including May March 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of July 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16July 17, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser Depositor, J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and the UnderwritersDxxxxx Xxxxxxxx, LLC (“Drexel”, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the UnderwritersJPMS, Barclays, in such capacity, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “Certificate Purchase AgreementUnderwriters”); and (ii) the Class X-C, between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an armsClass X-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage LoansD, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.Class

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral (except with respect to the Mortgage Loans identified on Exhibit A as “000 Xxxx Xxxxxx”, “MGM Grand & Mandalay Bay” and “Xxxxxxx Town Center”)) in and to this Agreement (the “Mortgage Loan Schedule”) Loans described in Exhibit A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A as “000 Xxxx Xxxxxx” (the “000 Xxxx Xxxxxx Mortgage Loan”) is evidenced by four promissory notes that are being contributed by the Seller and JPMorgan Chase Bank, National Association (“JPMCB”), and the Seller is only selling to the Purchaser the two related Mortgage Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $35,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder) and (ii) the Mortgage Loan identified on Exhibit A as “MGM Grand & Mandalay Bay” (the “MGM Grand & Mandalay Bay Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $46,666,667 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Sachs & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSI, GS&Co. and Academy, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16October 19, 2013 2020 (the “Underwriting Agreement”), between the Purchaser Depositor and the UnderwritersUnderwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class NR, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16October 19, 2013 2020 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated October 12, 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated October 20, 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated October 12, 2020 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated October 20, 2020 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date and (ii) in exchange for a reduction in the cash portion of the purchase price for that would otherwise be paid by the Mortgage LoansPurchaser, the Purchaser shall pay, by wire transfer $6,730,622 Certificate Balance of immediately available funds, the Class RR Certificates to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on (which Class RR Certificates will be deemed to be transferred from the Mortgage Loans Purchaser to JPMCB and from and including May 1, 2013 JPMCB to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsibleSeller). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that with respect to any Mortgage Loan that provides for defeasance, the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral (except with respect to the Mortgage Loans identified on Exhibit A as “Workspace Portfolio”, “0000 Xxxxxxx Xxxxxxx”, “Xxxxxxxx’x Portfolio”, “Philadelphia Marriott Downtown” and “Nvidia Santa Xxxxx”)) in and to this Agreement (the “Mortgage Loan Schedule”) Loans described in Exhibit A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (together with JPMS, CGMI, GS&Co., BofA Securities and Academy, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16December 11, 2013 2023 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, and (ii) the Purchaser will sell certain of the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) to JPMS, CGMI, GS&Co. and BofA Securities, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16December 11, 2013 2023 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated December 6, 2023 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated December 11, 2023 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated December 6, 2023 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated December 11, 2023 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date and (ii) in exchange for a reduction in the cash portion of the purchase price for that would otherwise be paid by the Mortgage LoansPurchaser, the Purchaser shall pay, by wire transfer $6,716,184 of immediately available funds, the VRR Interest in the form of the uncertificated RR Interest to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)direction. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral (except with respect to the Mortgage Loans identified on Exhibit A as “CX – 350 & 000 Xxxxx Xxxxxx”, “Novo Nordisk HQ” and “Xxxx Xxx Portfolio”)) in and to this Agreement (the “Mortgage Loan Schedule”) Loans described in Exhibit A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A as “000 Xxxxxxxxx Xxxxxx” is part of a Joint Mortgage Loan (the “000 Xxxxxxxxx Xxxxxx Mortgage Loan”) evidenced by two promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $12,800,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (together with JPMS, CGMI, DBSI, GS&Co. and Academy, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16February 1, 2013 2022 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, (ii) the Class X-D, Class X-FG, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16February 1, 2013 2022 (the “Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers and (iii) the Class A-2A1 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association (“JPMCB”), pursuant to a certificate purchase agreement, dated as of February 1, 2022 (the “CIO Certificate Purchase Agreement”), between the Depositor and JPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated January 21, 2022 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated February 1, 2022 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates and the Direct Sale Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated January 21, 2022 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated February 1, 2022 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and Initial Purchasersinterest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date and (ii) in exchange for a reduction in the cash portion of the purchase price for that would otherwise be paid by the Mortgage LoansPurchaser, the Purchaser shall pay, by wire transfer $19,503,750 Certificate Balance of immediately available funds, the VRR Interest in the form of a portion of the Class RR Certificates to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf which portion of the Depositor Class RR Certificates will be deemed to be transferred from the Purchaser to JPMCB and for which the Seller is specifically responsiblefrom JPMCB to DBRI). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “0000 Xxxxxxxx” (the “0000 Xxxxxxxx Mortgage Loan”) is evidenced by three promissory notes that are being contributed by the Seller, German American Capital Corporation (“GACC”) and Xxxxxxx Sachs Mortgage Company (“GSMC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $27,500,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Xxxxxxxxx LLC (“Jefferies”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Sachs & Co. LLC (“GS&Co.”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, Jefferies, DBSI and GS&Co., in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16June 25, 2013 2020 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, and (ii) the Purchaser will sell certain of the Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class NR-RR and Class R Certificates (collectively, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS, Jefferies, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16June 25, 2013 2020 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated June 16, 2020 (including, without limitation, all exhibits and annexes thereto, and as amended and supplemented by that certain supplement to the preliminary prospectus, dated June 23, 2020, the “Preliminary Prospectus”), and (b) a final prospectus, dated June 25, 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated June 16, 2020, (as amended and supplemented by that certain supplement to the preliminary confidential private placement memorandum, dated June 23, 2020, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated June 25, 2020 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Upon written request from the Master Servicer or Special Servicer, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Master Servicer and the Special Servicer, that permits the Master Servicer and the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral (except with respect to the Mortgage Loans identified on Exhibit A as “MGM Grand & Mandalay Bay” and “The Galleria Office Towers”)) in and to this Agreement (the “Mortgage Loan Schedule”) Loans described in Exhibit A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A as “MGM Grand & Mandalay Bay” is part of a Joint Mortgage Loan (the “MGM Grand & Mandalay Bay Mortgage Loan”) evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $39,985,667 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder) and (ii) the Mortgage Loan identified on Exhibit A as “The Galleria Office Towers” is part of a Joint Mortgage Loan (“The Galleria Office Towers Mortgage Loan”) evidenced by two promissory notes that are being contributed by the Seller and JPMorgan Chase Bank, National Association (“JPMCB”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in the aggregate original principal amount of $39,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Sachs & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSI, GS&Co. and Academy, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16March 4, 2013 2021 (the “Underwriting Agreement”), between the Purchaser Depositor and the UnderwritersUnderwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16March 4, 2013 2021 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1, 2021 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5, 2021 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated March 1, 2021 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 5, 2021 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date and (ii) in exchange for a reduction in the cash portion of the purchase price for that would otherwise be paid by the Mortgage LoansPurchaser, the Purchaser shall pay, by wire transfer $20,859,855 Certificate Balance of immediately available funds, the Class RR Certificates to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on (which Class RR Certificates will be deemed to be transferred from the Mortgage Loans Purchaser to JPMCB and from and including May 1, 2013 JPMCB to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsibleSeller). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of November 1, 2016, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-0, Xxxxx X-0, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16October 31, 2013 2016 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, J.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc. (“DBSI”), Dxxxxx Xxxxxxxx, LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS, DBSI and Drexel, in such capacity, the Purchaser will sell certain of “Underwriters”); (ii) the Class X-C, Class D, Class E, Class F, Class NR and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and DBSI as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16October 31, 2013 2016 (the “Private Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated October 25, 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated November 2, 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated October 25, 2016 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated November 2, 2016 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and Initial Purchasersinterest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit D hereto to the Special Servicer, that permits such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date notwithstanding anything herein to the contrary (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date)) and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 21, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 21, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45186,935,950.60, plus accrued interest on the Mortgage Loans from and including May December 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 167, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 167, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45100,991,592, plus accrued interest on the Mortgage Loans from and including May 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holders of the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the 590 Madison Mortgage Loan, the South Plains Mall Mortgage Loan, the Westin Boston Waterfront Mortgage Loan, the Glenbrook Square Mortgage Loan, the Element LA Mortgage Loan, the Xxxxxxx Hotel Portfolio Mortgage Loan, the DoubleTree Hotel Universal Mortgage Loan and the GSA Portfolio Mortgage Loan pursuant to this Section 1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the 590 Madison Mortgage Loan, the South Plains Mall Mortgage Loan, the Westin Boston Waterfront Mortgage Loan, the Element LA Mortgage Loan, the Glenbrook Square Mortgage Loan, the Xxxxxxx Hotel Portfolio Mortgage Loan, the GSA Portfolio Mortgage Loan and the DoubleTree Hotel Universal Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as any 590 Madison Companion Loan Holder, South Plains Mall Companion Loan Holder, Westin Boston Waterfront Companion Loan Holder, Element LA Companion Loan Holder, Glenbrook Square Companion Loan Holder, Xxxxxxx Hotel Portfolio Companion Loan Holder, GSA Portfolio Companion Loan Holder and DoubleTree Hotel Universal Companion Loan Holder). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May November 16, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May November 16, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45697,524,361.40, plus accrued interest on the Mortgage Loans from and including May December 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated December 1, 2016, among the Master Servicer, the Seller and the Depositor, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting AgreementClass A-1, dated as of May 16Class A-2, 2013 (the “Underwriting Agreement”)Class A-3, between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.Class A-

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the Xxxxxxx Hotel Portfolio Companion Loans and the DoubleTree Hotel Universal Companion Loan) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Xxxxxxx Hotel Portfolio Companion Loans and the DoubleTree Hotel Universal Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holders of the Xxxxxxx Hotel Portfolio Companion Loans and the DoubleTree Hotel Universal Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of the Xxxxxxx Hotel Portfolio Companion Loans and the DoubleTree Hotel Universal Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Xxxxxxx Hotel Portfolio Mortgage Loan and the DoubleTree Hotel Universal Mortgage Loan pursuant to this Section 1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Xxxxxxx Hotel Portfolio Mortgage Loan and the DoubleTree Hotel Universal Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as any Xxxxxxx Hotel Portfolio Companion Loan Holder and any DoubleTree Hotel Universal Companion Loan Holder). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16October 14, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16October 14, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45254,373,117.63, plus accrued interest on the Mortgage Loans from and including May October 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of the date hereof, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related NoteMortgage Note (including, in the case of the [LOAN SPECIFIC] Whole Loan, the Seller’s interest in separate note evidencing the related Trust Subordinate Companion Loan), the Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Certificates [PUBLICLY OFFERED CLASSES] (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16, 2013 [DATE] (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, [UNDERWRITERS], and [UNDERWRITERS], (the Purchaser will sell certain of “Underwriters”); (ii) the Certificates [PRIVATELY OFFERED CLASSES] (the “Private Certificates”) to [INITIAL PURCHASERS] as the initial purchasers (the each in such capacity, a “Private Initial PurchasersPurchaser” and, collectively with the Underwritersand collectively, the “DealersPrivate Initial Purchasers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16, 2013 [DATE] (the “Certificate Purchase Agreement”), among the Depositor, [INITIAL PURCHASERS]; (iii) the Class [LOAN-SPECIFIC] Certificates (together with the Public Certificates, the Private Certificates and the Class [Z] Certificates, the “Certificates”) to [LOAN-SPECIFIC INITIAL PURCHASER] as the initial purchaser (in such capacity, the “Class [LOAN-SPECIFIC] Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of [DATE] (the “Class [LOAN-SPECIFIC] Certificate Purchase Agreement”) and (iv) the Class [___] Certificates (the “Direct Sale Certificates”) to [DIRECT SALE BUYER] (“[DIRECT SALE BUYER]”) specified in the certificate purchase agreement, dated as of [DATE] (the “[DIRECT SALE] Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and the Class [LOAN-SPECIFIC] Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Purchaser Depositor and Initial Purchasers[DIRECT SALE BUYER]. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral (except with respect to the Mortgage Loans identified on Exhibit A as “000 Xxxxxxx Xxxxxx”, “00 Xxx Xxxxxx”, “Xxxxx Xxxx Building”, “0000-0000 Xxxxxxx Xxxx” and “Walgreens Nyack, NY”)) in and to this Agreement (the “Mortgage Loan Schedule”) Loans described in Exhibit A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc., (“DBSI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, CGMI, DBSI, and Drexel, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16March 3, 2013 2020 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, (ii) the Class X-D, Class D, Class E, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, CGMI and DBSI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16March 3, 2013 2020 (the “Private Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers, and (iii) the Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class E, Class S and Class R Certificates, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to KKR CMBS II Aggregator Type 1 L.P. (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of March 3, 2020 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated February 27, 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 3, 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated February 27, 2020 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 3, 2020 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Xxxxxxx Towers Buildings A, B & C” (the “Xxxxxxx Towers Buildings A, B & C Mortgage Loan”) is evidenced by four promissory notes that are being contributed by the Seller and JPMorgan Chase Bank, National Association (“JPMCB”), and the Seller is only selling to the Purchaser the two related Mortgage Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $60,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc., (“DBSI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, CGMI, DBSI, and Drexel, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 16March 3, 2013 2020 (the “Underwriting Agreement”), between the Purchaser Depositor and the Underwriters, (ii) the Class X-D, Class D, Class E, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates”) to JPMS, CGMI and DBSI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16March 3, 2013 2020 (the “Private Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers, and (iii) the Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class E, Class S and Class R Certificates, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to KKR CMBS II Aggregator Type 1 L.P. (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of March 3, 2020 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated February 27, 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 3, 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated February 27, 2020 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 3, 2020 (the “Final Private Placement Memorandum”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), ) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16September 18, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16September 18, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4594,208,461, plus accrued interest on the Mortgage Loans from and including May September 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 13, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 13, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45199,983,681.53, plus accrued interest on the Mortgage Loans from and including May November 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein) [(subject to the rights of the holder of interests in the [______] Companion Loan and the [______] Companion Loan)], all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date; and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File File, will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan [(other than those to be held by the holder of any Non-Serviced Companion Loan)] prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. [In connection with the transfer of the [______] Mortgage Loan and the [______] Mortgage Loan pursuant to this Section 1, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the [______] Mortgage Loan and the [______] Mortgage Loan) in, to and under the related Co-Lender Agreement.] The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16[_____], 2013 20[__] (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16[_____], 2013 20[__] (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45[_____], plus accrued interest on the Mortgage Loans from and including May 1[_____], 2013 20[__] to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, notwithstanding anything herein to the contrary (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May July 16, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May July 16, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4568,493,136.47, plus accrued interest on the Mortgage Loans from and including May July 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated July 1, 2017, between the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16July 21, 2013 2017 (the “Underwriting Agreement”), between the Purchaser Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and the UnderwritersAcademy Securities, Inc. (“Academy”, and the Purchaser will sell certain of the Certificates (together with JPMS and Drexel, in such capacity, the “Private CertificatesUnderwriters”), (ii) the Class D and Class R Certificates to JPMS as the initial purchasers purchaser (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “DealersPurchaser”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16July 21, 2013 2017 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchaser and Initial Purchasers(iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class D and Class R Certificates, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to Massachusetts Mutual Life Insurance Company (the “Third Party Purchaser”) specified in that certain certificate purchase agreement, dated as of July 21, 2017 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 13, 2017 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 24, 2017 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated July 13, 2017 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated July 24, 2017 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16August 14, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16August 14, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45125,247,331.24, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16March 27, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16March 27, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45202,296,434.32, plus accrued interest on the Mortgage Loans from and including May April 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May July 16, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May July 16, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45139,627,676.73, plus accrued interest on the Mortgage Loans from and including May July 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of December 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class C and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16December 15, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Xxxxxx Xxxxxxxx, LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS and Barclays, in such capacity, the Purchaser will sell certain of “Underwriters”) and (ii) the Class X-E, Class E, Class F, Class G, Class NR and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16December 15, 2013 2015 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated December 7, 2015 as supplemented by that certain supplement to the preliminary prospectus, dated December 11, 2015 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated December 16, 2015 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated December 7, 2015 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated December 16, 2015 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit D hereto in favor of the Custodian (on behalf of the Trustee) and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event of the failure or incapacity of the Custodian (on behalf of the Trustee), the Special Servicer, to submit, or to cause the Custodian to submit for recording, at the expense of Seller, any Mortgage Loan documents required to be recorded as described in the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee (or the Custodian on its behalf)). The Seller agrees to reasonably cooperate with the Custodian, the Trustee and the Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Loan. The Custodian shall submit such documents for recording, at Seller’s expense, after the periods set forth above, provided, the Custodian shall not submit such assignments for recording if Seller produces evidence that it has sent any such assignment for recording and certifies that Seller is awaiting its return from the applicable recording office. The Seller will be required to effect at its expense the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of March 1, 2016, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16February 23, 2013 2016 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Xxxxxx Xxxxxxxx, LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS, Barclays and Drexel, in such capacity, the Purchaser will sell certain of “Underwriters”) and (ii) the Class X-D, Class D-1, Class D-2, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16February 23, 2013 2016 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated February 16, 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated February 25, 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated February 16, 2016 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated February 25, 2016 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit D hereto to the Special Servicer, that permits such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described in the preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Loan. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of December 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class C and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16December 15, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Xxxxxx Xxxxxxxx, LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS and Barclays, in such capacity, the Purchaser will sell certain of “Underwriters”) and (ii) the Class X-E, Class E, Class F, Class G, Class NR and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16December 15, 2013 2015 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated December 7, 2015 as supplemented by that certain supplement to the preliminary prospectus, dated December 11, 2015 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated December 16, 2015 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated December 7, 2015 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated December 16, 2015 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit D hereto to the Special Servicer, that permits such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holder(s) of interests in the Walpole Shopping Mall Companion Loan and the Related Home Depot Companion Loan) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holder(s) of interests in the Walpole Shopping Mall Companion Loan and the Related Home Depot Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of the Walpole Shopping Mall Companion Loan or the Related Home Depot Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holder of the Walpole Shopping Mall Companion Loan or the Related Home Depot Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Walpole Shopping Mall Mortgage Loan and the Related Home Depot Mortgage Loan pursuant to this Section 1, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the Walpole Shopping Mall Mortgage Loan and the Related Home Depot Mortgage Loan) in, to and under the related Co-Lender Agreements (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the Walpole Shopping Mall Companion Loan Holder or the Related Home Depot Companion Loan Holder, respectively, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 13, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 13, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45235,966,845.74, plus accrued interest on the Mortgage Loans from and including May November 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the Ascentia Communities Portfolio Companion Loan, Xxxxxx Center Companion Loan, the US StorageMart Companion Loans and the Alderwood Mall Companion Loans) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Ascentia Communities Portfolio Companion Loan, Xxxxxx Center Companion Loan, the US StorageMart Companion Loans and the Alderwood Mall Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holders of the Ascentia Communities Portfolio Companion Loan, Xxxxxx Center Companion Loan, the US StorageMart Companion Loans and the Alderwood Mall Companion Loans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of the Ascentia Communities Portfolio Companion Loan, Xxxxxx Center Companion Loan, the US StorageMart Companion Loans and the Alderwood Mall Companion Loans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Ascentia Communities Portfolio Mortgage Loan, the Xxxxxx Center Mortgage Loan, the US StorageMart Portfolio Mortgage Loan and the Alderwood Mall Mortgage Loan pursuant to this Section 1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Ascentia Communities Portfolio Mortgage Loan, the Xxxxxx Center Mortgage Loan, the US StorageMart Portfolio Mortgage Loan and the Alderwood Mall Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the Ascentia Communities Portfolio Companion Loan Holder, the Xxxxxx Center Companion Loan Holder, a US StorageMart Portfolio Companion Loan Holder or a Alderwood Mall Companion Loan Holder). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May July 16, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May July 16, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45308,461,787.38, plus accrued interest on the Mortgage Loans from and including May July 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holder of interests in the Xxxxxx Town Center Companion Loan) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Xxxxxx Town Center Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of the Xxxxxx Town Center Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holder the Xxxxxx Town Center Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Xxxxxx Town Center Mortgage Loan pursuant to this Section 1, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the Xxxxxx Town Center Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the Xxxxxx Town Center Companion Loan Holder, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16March 27, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16March 27, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45391,287,850.19, plus accrued interest on the Mortgage Loans from and including May April 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the Dallas Market Center Companion Loan and the Xxxxx Office Portfolio Companion Loans) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Dallas Market Center Companion Loan and the Xxxxx Office Portfolio Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holders of the Dallas Market Center Companion Loan and the Xxxxx Office Portfolio Companion Loans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of the Dallas Market Center Companion Loan and the Xxxxx Office Portfolio Companion Loans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Dallas Market Center Mortgage Loan and the Xxxxx Office Portfolio Mortgage Loan pursuant to this Section 1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Dallas Market Center Mortgage Loan and the Xxxxx Office Portfolio Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as any Dallas Market Center Companion Loan Holder and any Xxxxx Office Portfolio Companion Loan Holder). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 1615, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 1615, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45457,799,737.15, plus accrued interest on the Mortgage Loans from and including May 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date)) and, in the case of the Mortgage Loan identified on the Mortgage Loan Schedule as 10 Xxxxxxx Xxxxx Xxxxx, the 10 Xxxxxxx Xxxxx Xxxxx Xxxxxxx Deposit. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16September 10, 2013 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16September 10, 2013 2012 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45135,135,875, plus accrued interest on the Mortgage Loans from and including May September 1, 2013 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16August 14, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16August 14, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45125,605,553.04, plus accrued interest on the Mortgage Loans from and including May August 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and the Bank of America Plaza Companion Loans) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and the Bank of America Plaza Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holders of the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and the Bank of America Plaza Companion Loans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and any Bank of America Plaza Companion Loans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of each of the Twin Cities Premium Outlets Mortgage Loan, the Xxxxxx Office Portfolio Mortgage Loan and the Bank of America Plaza Mortgage Loan pursuant to this Section 1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Twin Cities Premium Outlets Mortgage Loan, the Xxxxxx Office Portfolio Mortgage Loan or the Bank of America Plaza Mortgage Loan, as applicable) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the Twin Cities Premium Outlets Companion Loan Holder, the Xxxxxx Office Portfolio Companion Loan Holder or any Bank of America Plaza Companion Loan Holder, in each case if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 21, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 21, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45480,937,242.68, plus accrued interest on the Mortgage Loans from and including May December 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated June 1, 2018, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 1623, 2013 2018 (the “Underwriting Agreement”), between the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”), and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI and Drexel, in such capacity, the Purchaser will sell certain of “Underwriters”) and (ii) the Class X-D, Class X-EF, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and DBSI as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 1623, 2013 2018 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated May 18, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated May 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated May 18, 2018 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated May 24, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), ) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) ), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16November 22, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16November 22, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4592,260,957.77, plus accrued interest on the Mortgage Loans from and including May December 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16October 14, 2013 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16October 14, 2013 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.4593,529,371.65, plus accrued interest on the Mortgage Loans from and including May October 1, 2013 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of July 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16July 17, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser Depositor, J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and the UnderwritersDxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS and Barclays in such capacity, the Purchaser will sell certain of “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR, Class Z and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16July 17, 2013 2015 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of December 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class C and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.December

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of November 1, 2016, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class X-0, Xxxxx X-0, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16October 31, 2013 2016 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxx Xxxxxxxx, LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS, DBSI and Drexel, in such capacity, the Purchaser will sell certain of “Underwriters”); (ii) the Class X-C, Class D, Class E, Class F, Class NR and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and DBSI as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16October 31, 2013 2016 (the “Private Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated October 25, 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated November 2, 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated October 25, 2016 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated November 2, 2016 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and Initial Purchasersinterest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit D hereto to the Special Servicer, that permits such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of July 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16July 17, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser and the UnderwritersDepositor, J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), and Dxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS and Barclays, in such capacity, the Purchaser will sell certain of “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR, Class Z and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS, Barclays and KeyBanc, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16July 17, 2013 2015 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holder in interests of any Newcastle Senior Housing Portfolio Companion Loan) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any Newcastle Senior Housing Portfolio Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any Newcastle Senior Housing Portfolio Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holder any Newcastle Senior Housing Portfolio Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Newcastle Senior Housing Portfolio Mortgage Loan pursuant to this Section 1, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the Newcastle Senior Housing Portfolio Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the Newcastle Senior Housing Portfolio Companion Loan Holder, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16March 27, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16March 27, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45445,539,390.86, plus accrued interest on the Mortgage Loans from and including May April 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off DateDate and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of any related Companion Loan, if applicable). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 16February 28, 2013 2014 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 16February 28, 2013 2014 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $83,338,528.45205,530,123.56, plus accrued interest on the Mortgage Loans from and including May March 1, 2013 2014 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of July 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreementunderwriting agreement, dated as of May 16July 17, 2013 2015 (the “Underwriting Agreement”), between among the Purchaser Depositor, J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and the UnderwritersDxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS and Barclays in such capacity, the Purchaser will sell certain of the “Underwriters”); and (ii) Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR, Class Z and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 16July 17, 2013 2015 (the “Certificate Purchase Agreement”), between among the Purchaser Depositor and the Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein)recourse, all of its right, title title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans identified on described in Exhibit A to this Agreement (the “Mortgage Loan Schedule”) A, including all interest and principal received on or with respect to the such Mortgage Loans after the Cut-Off off Date (and, in any event, excluding other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related NoteMortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee, Trustee and the ownership of records and documents with respect to each the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “ILPT Hawaii Portfolio” (the “ILPT Hawaii Portfolio Mortgage Loan”) is evidenced by three promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $26,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Purchaser Depositor will sell certain of (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI, and Drexel, in such capacity, the “Underwriters”) ), as the underwriters specified in the Underwriting Agreementunderwriting agreement, dated as of May 1622, 2013 2019 (the “Underwriting Agreement”), between the Purchaser Depositor and the UnderwritersUnderwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class S and the Purchaser will sell certain of the Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreementcertificate purchase agreement, dated as of May 1622, 2013 2019 (the “Certificate Purchase Agreement”), between the Purchaser Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated May 16, 2019 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated May 23, 2019 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated May 16, 2019 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated May 23, 2019 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the The purchase price for of the Mortgage Loans, Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall pay, be paid by wire transfer of immediately available funds, the Purchaser to the Seller or at the Seller’s direction $83,338,528.45, plus accrued interest in immediately available funds on the Mortgage Loans from and including May 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible)Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.