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

Sale and Conveyance of Mortgages; Possession of Mortgage File. 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, all of its right, 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 “The Galleria Office Towers”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “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 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 aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 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 agreement, dated as of March 4, 2021 (the “Underwriting Agreement”), between the Depositor and the Underwriters 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 Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4, 2021 (the “Certificate Purchase Agreement”), between the 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. 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s 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. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the third immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, 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 agreement to appointment agreementof Master Servicer, dated as of the Closing Datedate 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 (except with respect to the Mortgage Loans identified on Exhibit A as “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage including, in the case of the [LOAN SPECIFIC] Whole Loan, the separate note evidencing the Trust Subordinate Companion Loan), the Mortgage 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 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 “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 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 aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 [PUBLICLY OFFERED CLASSES] (the “"Public Certificates”") to 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 agreement, dated as of March 4, 2021 [DATE] (the “"Underwriting Agreement”"), between among the Depositor Depositor, [UNDERWRITERS], and [UNDERWRITERS], (the Underwriters and "Underwriters"); (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 Class R Certificates [PRIVATELY OFFERED CLASSES] (the "Private Certificates") to JPMS, CGMI, DBSI and GS&Co., [INITIAL PURCHASERS] as the initial purchasers (each in such capacity, a "Private Initial Purchaser" and collectively, the “"Private Initial Purchasers”") specified in the certificate purchase agreement, dated as of March 4, 2021 [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 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[DIRECT SALE BUYER]. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date Off Date, notwithstanding anything herein to the contrary (other than excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-off DateOff 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 the related each 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 “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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4July 16, 2021 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4July 16, 2021 2015 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $99,378,567.02, plus accrued interest on the Mortgage Loans from and including July 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, Purchaser subject to the rights of the other holders of interests in a Companion Loan 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 “The Galleria Office Towers”)(the "Mortgage Loan Schedule") in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-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 (i) each related Mortgage Note and (ii) except with respect Note, subject to each Non-Serviced Mortgage the rights of the other holders of interest in a Companion Loan, the Seller's interest in the related Mortgage and the other contents of the related Mortgage File File, will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related Mortgage Loan (other than a Non-Serviced Companion 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 “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 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 aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-5A-1A, Class A-SB, Class X-A, Class X-BM, Class A-SJ, Class B and Class C Certificates (the “Public Certificates”) to 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 agreement, dated as of March 4, 2021 (the “Underwriting Agreement”), between the Depositor and the Underwriters and (ii) the Class X-DB, Class X-F, Class X-G, Class X-NRC, Class D, Class EE and Class F Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the Underwriting Agreement, dated as of June 21, 2007 (the "Underwriting Agreement"), between the Purchaser and the Underwriters, and the Purchaser will sell the Class FX, Class G, Class NRH, Class S J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class R LR Certificates (the "Private Certificates") to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacitythe "Initial Purchasers" and, collectively with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementCertificate Purchase Agreement, dated as of March 4June 21, 2021 2007 (the “"Certificate Purchase Agreement”"), between the Depositor Purchaser 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. 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 As the purchase price that would otherwise be paid by for the PurchaserMortgage Loans, the Purchaser shall transfer $22,564,141 of the RR Interest pay to the Seller or at the Seller’s direction's direction $4,656,603,876.70 (excluding accrued interest and certain post-settlement adjustment for expenses incurred by the Underwriters on behalf of the Depositor). 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the Hyatt Place Texas Portfolio Companion Loan) 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date Off Date, notwithstanding anything herein to the contrary (other than excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-off DateOff 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Hyatt Place Texas Portfolio Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holders of the Hyatt Place Texas Portfolio Companion Loan) prepared by or which come into the possession of the Seller shall (other than subject to the records and documents described in rights of the proviso to Section 3(bholders of the Hyatt Place Texas Portfolio Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Hyatt Place Texas Portfolio Mortgage Loan pursuant to the contrary hereinthis Section 1, 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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Hyatt Place Texas 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 “Mortgage Note” hereunderinterest that it or any other party may have thereunder in its capacity as the Hyatt Place Texas Portfolio Companion Loan Holder). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4October 14, 2021 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4October 14, 2021 2015 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $106,897,550.75, plus accrued interest on the Mortgage Loans from and including October 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date Off Date, notwithstanding anything herein to the contrary (other than excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-off DateOff 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 the related each 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 “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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4October 14, 2021 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4October 14, 2021 2015 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $116,053,484.02, plus accrued interest on the Mortgage Loans from and including October 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, recourse (except as otherwise specifically set forth herein) 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received or receivable on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 the related each 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 “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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4November 22, 2021 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4November 22, 2021 2013 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. 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 As the purchase price that would otherwise be paid by for the PurchaserMortgage Loans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $123,017,627.03, plus accrued interest on the Mortgage Loans from and including 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. 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. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office TowersXxxxxxx Towers Buildings A, B & C” is part of a Joint Mortgage Loan (the “The Galleria Office Xxxxxxx Towers Buildings A, B & C Mortgage Loan”) is evidenced by two four promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. German American Capital Corporation (“CREFIGACC”), and the Seller is only selling to the Purchaser the one two related Mortgage Note Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 19,450,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. Inc., (“DBSI”), Xxxxxxx Xxxxx & Co. Xxxxxx Xxxxxxxx, LLC (“GS&Co.Drexel”), ) and Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSI, GS&Co. and AcademyDrexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of March 43, 2021 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters and Underwriters, (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 Class R Certificates to JPMS, CGMI, DBSI CGMI and GS&Co.DBSI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 43, 2021 2020 (the “Private Certificate Purchase Agreement”), between the 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 March 1February 27, 2021 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 53, 2021 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 March 1February 27, 2021 2020 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 53, 2021 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office Towers0000 Xxxxxxxx” is part of a Joint Mortgage Loan (the “The Galleria Office Towers 0000 Xxxxxxxx Mortgage Loan”) is evidenced by two three promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. Seller, German American Capital Corporation (“CREFIGACC”) and Xxxxxxx Sachs Mortgage Company (“GSMC”), 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 $26,000,000 27,500,000 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. Xxxxxxxxx LLC (“CGMIJefferies”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx Sachs & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMIJefferies, DBSI, DBSI and GS&Co. and Academy., in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of March 4June 25, 2021 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters Underwriters, and (ii) the Class X-D, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class NR, Class S -RR and Class R Certificates (collectively, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS, CGMIJefferies, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4June 25, 2021 2020 (the “Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1June 16, 2021 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 March 5June 25, 2021 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 March 1June 16, 2021 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 March 5June 25, 2021 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein) (subject to the rights of each holder of an interest in any related Companion Loan, as and to the extent applicable), all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and that certain servicing rights any agreement to the appointment agreementof the Master Servicer, dated prior to or as of the Closing Date, between among 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 (any such agreement 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 “The Galleria Office TowersServicing Rights Purchase Agreement”)) in and to the Mortgage Loans described in identified on Exhibit A, A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date (other than 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 (as defined below) with respect to the Mortgage Loans. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (including the separate note evidencing the 00 Xxxxx Xxxxxx Trust Subordinate Companion Loan) (subject to the rights of each holder of an interest in any related Companion Loan, as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the documents and records and documents described in the concluding proviso to Section 3(bin SECTION 3(a) hereof) shall (subject to the rights of each holder of an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to In connection with the contrary herein, transfer of the Mortgage Loan identified on Exhibit A hereto as Loan No. 1 and evidenced by note A-A-2 related thereto (the “The Galleria Office Towers” is part of a Joint Mortgage Loan (“The Galleria Office Towers 00 Xxxxx Xxxxxx Mortgage Loan”) evidenced by two promissory notes that are being contributed by ), the 00 Xxxxx Xxxxxx Trust Subordinate Companion Loan, the 000 Xxxx Xxxxxx Xxxxxxxx Loan, the Apple Sunnyvale Mortgage Loan, the Urban Union Amazon Mortgage Loan, the Broadway Portfolio Mortgage Loan, the Acropolis Garden Mortgage Loan and the Marble Hall Gardens Mortgage Loan pursuant to this Section 1, the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of each of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “00 Xxxxx Xxxxxx Mortgage Loan” , the 00 Xxxxx Xxxxxx Trust Subordinate Companion Loan, the 000 Xxxx Xxxxxx Xxxxxxxx Loan, the Apple Sunnyvale Mortgage Loan, the Urban Union Amazon Mortgage Loan, the Broadway Portfolio Mortgage Loan, the Acropolis Garden Mortgage Loan and the Marble Hall Gardens Mortgage Loan, as applicable) in, to and under the related Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or “Mortgage Note” hereunderinterest that it or any other party may have thereunder in its capacity as holder of any related Companion Loan). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Credit Suisse Securities (USA) LLC, Natixis Securities Americas LLC and HSBC Securities (“JPMS”), Citigroup Global Markets USA) 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 capacitycollectively, the “Underwriters”), as ) pursuant to the underwriters specified in the underwriting agreementUnderwriting Agreement, dated as of March 4June 21, 2021 2017 (the “Underwriting Agreement”), between among the Depositor Purchaser, Column Financial, Inc. and the Underwriters and Underwriters, (ii) certain of the Class X-DCertificates (the “Private Certificates”) to Credit Suisse Securities (USA) LLC (the “Initial Purchaser” and, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class S and Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as collectively with the initial purchasers (in such capacityUnderwriters, the “Initial PurchasersDealers”) specified in pursuant to the certificate purchase agreementCertificate Purchase Agreement, dated as of March 4June 21, 2021 2017 (the “Certificate Purchase Agreement”), between among the Depositor Purchaser, Column Financial, Inc. and the Initial Purchasers. The Public Certificates are more particularly described in Purchaser and (aiii) the preliminary prospectusClass 85BD-A, dated March 1, 2021 Class 85BD-B and Class 85BD-C to Natixis Securities Americas LLC and Credit Suisse Securities (including, without limitation, all exhibits and annexes theretoUSA) LLC (collectively, the “Preliminary ProspectusLoan-Specific Initial Purchasers”), and (b) a final prospectuspursuant to the loan-specific certificate purchase agreement, dated March 5as of June 20, 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 2017 (the “Preliminary Private Placement MemorandumLoan-Specific Certificate Purchase Agreement”), and (b) a confidential private placement memorandum, dated March 5, 2021 (among 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, Purchaser 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-Specific Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party Notwithstanding anything to effect, at the Seller’s expensecontrary, the assignment andPurchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 1, if applicable2, recordation 3, 6, 7, 10, 13, 19, 20, 21 and 25 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the rights of its the lender under the Mortgage Loan documents until to receive a percentage of the assignment and recordation economic benefit associated with the ownership of all the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan documents has been completed(“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.

Sale and Conveyance of Mortgages; Possession of Mortgage File. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office TowersMGM Grand & Mandalay Bay” is part of a Joint Mortgage Loan (the “The Galleria Office Towers MGM Grand & Mandalay Bay 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 aggregate original principal amount of $26,000,000 40,000,000 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 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 agreement, dated as of March 4, 2021 (the “Underwriting Agreement”), between the Depositor and the Underwriters 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 Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4, 2021 (the “Certificate Purchase Agreement”), between the 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. 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, all of its right, 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 “The Galleria Office TowersOld Chicago Post Office”, “Bedrock Portfolio”, “Macon and Winter Garden”, “Xxxxxx Portfolio” and “Courtyard Alpharetta/Avalon”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “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 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 aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 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 agreement, dated as of March 4February 1, 2021 2022 (the “Underwriting Agreement”), between the Depositor and the Underwriters and Underwriters, (ii) the Class X-D, Class X-FFG, Class X-GH, Class X-NR, Class D, Class E, Class F, Class G, Class NRH, Class J, Class K, Class S and Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4February 1, 2021 2022 (the “Certificate Purchase Agreement”), between the Depositor and the Initial PurchasersPurchasers 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 March 1January 21, 2021 2022 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5February 1, 2021 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 March 1January 21, 2021 2022 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 5February 1, 2021 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 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. 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 33,741,290 of the VRR Interest in the form of the uncertificated RR Interest to the Seller or at the Seller’s 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. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the third immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, 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[Servicing Rights Purchase and Sale Agreement, dated as of the Closing Date, date hereof between [the Master Servicer 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 “The Galleria Office Towers”)]) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage 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 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(b3(a) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything The Seller's records will accurately reflect the sale of each Mortgage Loan to the contrary hereinPurchaser. [On the Closing Date, 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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling shall also deliver to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in Depositor an amount equal to $[___________], which amount represents the aggregate original principal amount of $26,000,000 (and only such interest that would have accrued at the related Net Mortgage Notes will constitute a “Rates during the Due Period ending in [________] 20[__], for those Mortgage Loan” or “Mortgage Note” hereunder). Loans that do not have their first Monthly Payment due until [________] 20[__].] The Depositor will sell (i) the Class [A-1, Class A-2, Class A-2FL, Class A-3, Class A-4, Class A-5, Class A-SB, Class XA-A, Class X-BM, Class A-SJ, Class B and X-2, Class C B, Xxxxx X xxx Xlass D] Certificates (the “Public "Offered Certificates”") to 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 agreementagreement dated [________], dated as of March 4, 2021 20[__] (the “"Underwriting Agreement”), ") between the Depositor and [________] ("[________]") for itself and as representative of [________] ("[________]"),[________] ("[____]") and [________] (together with [________], [________] and [____], the Underwriters "Underwriters"), and (ii) the Depositor will sell the Class X-D[X-1, Class X-F, Class X-G, Class X-NR, Class DA-1A, Class E, Class F, Class G, Class NRH, Class S J, Class K, Class L, Class M, Class N, Class P and Class R NR] Certificates (the "Private Certificates") to JPMS, CGMI, DBSI and GS&Co.[________], as the initial purchasers purchaser (in such capacitytogether with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreement, dated as of March 4[________], 2021 20[__] (the “"Certificate Purchase Agreement”"), between the 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. 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 As the purchase price that would otherwise be paid by for the PurchaserMortgage Loans, the Purchaser shall transfer $22,564,141 of the RR Interest pay to the Seller or at the Seller’s direction's direction $[______________] (which amount is inclusive of accrued interest) in immediately available funds minus the costs set forth in Section 9 hereof. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (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, 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date Off Date, (other than excluding payments of principal principal, interest and interest first other amounts due and payable 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 Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Trustee, and the ownership of records and documents with respect to the related 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 (other than subject to the records and documents described rights of the holders of interests in the proviso to Section 3(b590 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) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to In connection with the contrary hereintransfer 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 identified on Exhibit A as “The Galleria Office Towers” is part of a Joint and the GSA Portfolio Mortgage Loan (“The Galleria Office Towers Mortgage Loan”) evidenced by two promissory notes that are being contributed by pursuant to this Section 1, the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “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 “Mortgage Note” hereunderinterest 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 Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4November 16, 2021 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4November 16, 2021 2015 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $697,524,361.40, plus accrued interest on the Mortgage Loans from and including December 1, 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. 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. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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. Trustee Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “The Galleria Office Towers0000 Xxxxxxxx” is part of a Joint Mortgage Loan (the “The Galleria Office Towers 0000 Xxxxxxxx Mortgage Loan”) is evidenced by two three promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. Seller, JPMorgan Chase Bank, National Associatio (“CREFIJPMCB”) and Xxxxxxx Xxxxx Mortgage Company (“GSMC”), 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 $26,000,000 20,000,000 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. Xxxxxxxxx LLC (“CGMIJefferies”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMIJefferies, DBSI, DBSI and GS&Co. and Academy., in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of March 4June 25, 2021 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters Underwriters, and (ii) the Class X-D, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F-RR, Class G-RR, Class NRH-RR, Class S N-RR and Class R Certificates (collectively, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS, CGMIJefferies, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4June 25, 2021 2020 (the “Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1June 16, 2021 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 March 5June 25, 2021 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 March 1June 16, 2021 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 March 5June 25, 2021 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (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, 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date Off Date, (other than excluding 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 Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Trustee, and the ownership of records and documents with respect to the related 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 (other than subject to the records rights of the holders of the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and documents described in the proviso to Section 3(bany Bank of America Plaza Companion Loans) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to In connection with the contrary hereintransfer of each of the Twin Cities Premium Outlets Mortgage Loan, the Xxxxxx Office Portfolio Mortgage Loan identified on Exhibit A as “The Galleria Office Towers” is part and the Bank of a Joint America Plaza Mortgage Loan (“The Galleria Office Towers Mortgage Loan”) evidenced by two promissory notes that are being contributed by pursuant to this Section 1, the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Twin Cities Premium Outlets Mortgage Loan” , the Xxxxxx Office Portfolio Mortgage Loan or “the Bank of America Plaza Mortgage Note” hereunderLoan, 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 Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4November 21, 2021 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4November 21, 2021 2014 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $480,937,242.68, plus accrued interest on the Mortgage Loans from and including December 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (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, 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than 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 DateOff 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Trustee, and the ownership of records and documents with respect to the related 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 (other than subject to the records and documents described in rights of the proviso to Section 3(bholder any Newcastle Senior Housing Portfolio Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Newcastle Senior Housing Portfolio Mortgage Loan pursuant to the contrary hereinthis Section 1, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “The Galleria Office Towers” is part the holder of a Joint Mortgage Loan (“The Galleria Office Towers the Newcastle Senior Housing Portfolio Mortgage Loan”) evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and Citi Real Estate Funding Inc. (“CREFI”)does not assign any right, and title or interest that it may have thereunder in its capacity as 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 $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunderNewcastle Senior Housing Portfolio Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 427, 2021 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 427, 2021 2014 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $445,539,390.86, plus accrued interest on the Mortgage Loans from and including April 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (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, 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date Off Date, (other than excluding payments of principal principal, interest and interest first other amounts due and payable 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 Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Trustee, and the ownership of records and documents with respect to the related 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 (other than subject to the records rights of the holders of the Ascentia Communities Portfolio Companion Loan, Xxxxxx Center Companion Loan, the US StorageMart Companion Loans and documents described in the proviso to Section 3(bAlderwood Mall Companion Loans) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to In connection with the contrary hereintransfer of the Ascentia Communities Portfolio Mortgage Loan, the Xxxxxx Center Mortgage Loan, the US StorageMart Portfolio Mortgage Loan identified on Exhibit A as “The Galleria Office Towers” is part of a Joint and the Alderwood Mall Mortgage Loan (“The Galleria Office Towers Mortgage Loan”) evidenced by two promissory notes that are being contributed by pursuant to this Section 1, the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “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 “Mortgage Note” hereunderinterest 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 Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4July 16, 2021 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4July 16, 2021 2015 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $308,461,787.38, plus accrued interest on the Mortgage Loans from and including July 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (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, 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than and, in any event, excluding 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 Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Trustee, and the ownership of records and documents with respect to the related 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 (other than subject to the records and documents described in rights of the proviso to Section 3(bholder the Xxxxxx Town Center Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Xxxxxx Town Center Mortgage Loan pursuant to the contrary hereinthis Section 1, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “The Galleria Office Towers” is part the holder of a Joint Mortgage Loan (“The Galleria Office Towers the Xxxxxx Town Center Mortgage Loan”) evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and Citi Real Estate Funding Inc. (“CREFI”)does not assign any right, and title or interest that it may have thereunder in its capacity as 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 $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunderXxxxxx Town Center Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 427, 2021 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 427, 2021 2014 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $391,287,850.19, plus accrued interest on the Mortgage Loans from and including April 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date Off Date, notwithstanding anything herein to the contrary (other than excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-off DateOff 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 the related each 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 “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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4July 16, 2021 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4July 16, 2021 2015 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $68,493,136.47, plus accrued interest on the Mortgage Loans from and including July 1, 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. 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. 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, all of its right, 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 “The Galleria Office TowersU-Haul Sac 22” “2 Washington” “Lake Xxxx Decatur”, “Xxxxxxxxxx Plaza”, “Watermark Tempe” and “AAA Platte Self Storage”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office TowersOne SoHo Square” is part of a Joint Mortgage Loan (the “The Galleria One SoHo Square Mortgage Loan”) evidenced by four promissory notes that are being contributed by the Seller and Xxxxxxx Sachs Mortgage Company (“GSMC”), 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 $31,050,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder) and (ii) the Mortgage Loan identified on Exhibit A as “Huntsville Office Towers Portfolio” is part of a Joint Mortgage Loan (the “Huntsville Office Portfolio 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 aggregate original principal amount of $26,000,000 15,000,000 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx 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 agreement, dated as of March 4August 3, 2021 (the “Underwriting Agreement”), between the Depositor and the Underwriters and Underwriters, (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 Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4August 3, 2021 (the “Certificate Purchase Agreement”), between the Depositor and the Initial PurchasersPurchasers and (iii) the Class A-4A1 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association (“JPMCB”), pursuant to a certificate purchase agreement, dated as of August 3, 2021 (the “CIO Certificate Purchase Agreement”), between the Depositor and JPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1July 28, 2021 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5August 4, 2021 (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 March 1July 28, 2021 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 5August 4, 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office TowersXxxxxxx Towers Buildings A, B & C” is part of a Joint Mortgage Loan (the “The Galleria Office Xxxxxxx Towers Buildings A, B & C Mortgage Loan”) is evidenced by two four promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. JPMorgan Chase Bank, National Association (“CREFIJPMCB”), and the Seller is only selling to the Purchaser the one two related Mortgage Note Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 60,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. Inc., (“DBSI”), Xxxxxxx Xxxxx & Co. Xxxxxx Xxxxxxxx, LLC (“GS&Co.Drexel”), ) and Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSI, GS&Co. and AcademyDrexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of March 43, 2021 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters and Underwriters, (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 Class R Certificates to JPMS, CGMI, DBSI CGMI and GS&Co.DBSI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 43, 2021 2020 (the “Private Certificate Purchase Agreement”), between the 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 March 1February 27, 2021 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 53, 2021 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 March 1February 27, 2021 2020 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 53, 2021 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office Towers0000 Xxxxxxxx” is part of a Joint Mortgage Loan (the “The Galleria Office Towers 0000 Xxxxxxxx Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. JPMorgan Chase Bank, National Association (“CREFIJPMCB”), 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 $26,000,000 15,000,000 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 B, Class C and Class C D Certificates (the “Public Certificates” and, together with the Class R Certificates, the “Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”)Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx & Co. LLC (“GS&Co.Drexel”), ) and Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSI, GS&Co. CGMI and AcademyDrexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of March 4February 6, 2021 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters 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 Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4, 2021 (the “Certificate Purchase Agreement”), between the Depositor and the Initial PurchasersUnderwriter. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1February 3, 2021 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5February 6, 2021 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 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, recourse (except as otherwise specifically set forth herein) 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received or receivable on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 the related each 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 “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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4September 18, 2021 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4September 18, 2021 2013 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. 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 As the purchase price that would otherwise be paid by for the PurchaserMortgage Loans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $196,071,688, plus accrued interest on the Mortgage Loans from and including 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. 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. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office TowersMGM Grand & Mandalay Bay” is part of a Joint Mortgage Loan (the “The Galleria Office Towers 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 aggregate original principal amount of $26,000,000 23,333,333 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 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 agreement, dated as of March 4October 19, 2021 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters 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 Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4October 19, 2021 2020 (the “Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1October 12, 2021 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5October 20, 2021 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 March 1October 12, 2021 2020 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 5October 20, 2021 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (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, 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than and, in any event, excluding 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 Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Trustee, and the ownership of records and documents with respect to the related 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 (other than subject to the records and documents described in rights of the proviso to Section 3(bholder the River Oaks Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the River Oaks Mortgage Loan pursuant to the contrary hereinthis Section 1, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “The Galleria Office Towers” is part the holder of a Joint Mortgage Loan (“The Galleria Office Towers the River Oaks Mortgage Loan”) evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and Citi Real Estate Funding Inc. (“CREFI”)does not assign any right, and title or interest that it may have thereunder in its capacity as 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 $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunderRiver Oaks Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 427, 2021 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 427, 2021 2014 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $72,594,309.40, plus accrued interest on the Mortgage Loans from and including April 1, 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. 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. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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. Trustee Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “The Galleria Office Towers0000 Xxxxxxxx” is part of a Joint Mortgage Loan (the “The Galleria Office Towers 0000 Xxxxxxxx Mortgage Loan”) is evidenced by two three promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. Seller, JPMorgan Chase Bank, National Association (“CREFIJPMCB”) 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 aggregate original principal amount of $26,000,000 10,000,000 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. Xxxxxxxxx LLC (“CGMIJefferies”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx Sachs & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMIJefferies, DBSI, DBSI and GS&Co. and Academy., in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of March 4June 25, 2021 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters Underwriters, and (ii) the Class X-D, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class NR, Class S -RR and Class R Certificates (collectively, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS, CGMIJefferies, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4June 25, 2021 2020 (the “Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1June 16, 2021 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 March 5June 25, 2021 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 March 1June 16, 2021 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 March 5June 25, 2021 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holder of interests in the CityScape – East Office/Retail Companion Loan and the 1500 Sprint Garden Companion Loan) 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off 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 Distribution 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 one day 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 CityScape – East Office/Retail and 1500 Sprint Garden Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of the CityScape – East Office/Retail Companion Loan or the 1500 Sprint Garden Companion Loan) prepared by or which come into the possession of the Seller shall (other than subject to the records and documents described in rights of the proviso to Section 3(bholder the CityScape – East Office/Retail Companion Loan or the 1500 Sprint Garden Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the CityScape – East Office/Retail Mortgage Loan and the 1500 Sprint Garden Mortgage Loan pursuant to the contrary hereinthis Section 1, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the CityScape – East Office/Retail Mortgage Loan identified on Exhibit A as “The Galleria Office Towers” is part of a Joint Mortgage Loan (“The Galleria Office Towers and the 1500 Sprint Garden Mortgage Loan”) evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and Citi Real Estate Funding Inc. (“CREFI”)does not assign any right, and title or interest that it may have thereunder in its capacity as 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 $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” CityScape – East Office/Retail or “Mortgage Note” hereunder1500 Sprint Garden Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4January 24, 2021 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4January 24, 2021 2014 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $340,305,295.79, plus accrued interest on the Mortgage Loans from and including January 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein) (subject to the rights of each holder of an interest in any related Companion Loan, as and to the extent applicable), all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and that certain servicing rights any agreement to the appointment agreementof the Master Servicer, dated prior to or as of the Closing Date, between among 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 (any such agreement 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 “The Galleria Office TowersServicing Rights Purchase Agreement”)) in and to the Mortgage Loans described in identified on Exhibit A, A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date (other than 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 (as defined below) with respect to the Mortgage Loans. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (including the separate notes evidencing the Trust Subordinate Companion Loans) (subject to the rights of each holder of an interest in any related Companion Loan, as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the documents and records and documents described in the concluding proviso to in Section 3(b3(a) hereof) shall (subject to the rights of each holder of an interest in any related Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to In connection with the contrary herein, transfer of the Mortgage Loan identified on Exhibit A hereto as “The Galleria Office Towers” is part of a Joint Mortgage Loan (“The Galleria Office the Yorkshire & Lexington Towers Mortgage Loan”) evidenced by two promissory notes that are being contributed by , The Standard Highline NYC Mortgage Loan, the Centre 425 Bellevue Mortgage Loan, the 600 Vine Mortgage Loan, the 300 Xxxxxxxxxx Mortgage Loan, the 000 Xxxxx Xxxxxxx Mortgage Loan and the Trust Subordinate Companion Loans pursuant to this Section 1, the Seller and Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of each of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Yorkshire & Lexington Towers Mortgage Loan” , The Standard Highline NYC Mortgage Loan, the Centre 425 Bellevue Mortgage Loan, the 600 Vine Mortgage Loan, the 300 Xxxxxxxxxx Mortgage Loan, the 000 Xxxxx Xxxxxxx Mortgage Loan and the Trust Subordinate Companion Loans, as applicable) in, to and under the related Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or “Mortgage Note” hereunderinterest that it or any other party may have thereunder in its capacity as holder of any related Companion Loan (other than the Trust Subordinate Companion Loans)). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Credit Suisse Securities (USA) LLC and Natixis Securities Americas 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 capacitycollectively, the “Underwriters”), as ) pursuant to the underwriters specified in the underwriting agreementUnderwriting Agreement, dated as of March 4November 17, 2021 2017 (the “Underwriting Agreement”), between among the Depositor Purchaser, Column Financial, Inc. and the Underwriters and Underwriters, (ii) certain of 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 Certificates (the “Private Certificates”) to Credit Suisse Securities (USA) LLC and Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers Natixis Securities Americas LLC (in such capacitycollectively, the “Initial Purchasers” and, together with the Underwriters, the “Dealers”) specified in pursuant to the certificate purchase agreementCertificate Purchase Agreement, dated as of March 4November 17, 2021 2017 (the “Certificate Purchase Agreement”), between among the Depositor Purchaser, Column Financial, Inc. and the Initial Purchasers. The Public Certificates are more particularly described in Purchasers and (aiii) the preliminary prospectusClass UES-A, dated March 1Class UES-B, 2021 Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X and Class STN-C to Natixis Securities Americas LLC and Credit Suisse Securities (including, without limitation, all exhibits and annexes theretoUSA) LLC (collectively, the “Preliminary ProspectusLoan-Specific Initial Purchasers”), and (b) a final prospectuspursuant to the loan-specific certificate purchase agreement, dated March 5as of November 17, 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 2017 (the “Preliminary Private Placement MemorandumLoan-Specific Certificate Purchase Agreement”), and (b) a confidential private placement memorandum, dated March 5, 2021 (among 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, Purchaser 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-Specific Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party Notwithstanding anything to effect, at the Seller’s expensecontrary, the assignment andPurchaser and the Seller hereby acknowledge and agree that with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified as Mortgage Loan Numbers 8, if applicable10, recordation 11, 13, 15, 19, 25, 28, 29, 30 and 31 on the Mortgage Loan Schedule that are subject to defeasance, the Seller has retained the rights of its the lender under the Mortgage Loan documents until to receive a percentage of the assignment and recordation economic benefit associated with the ownership of all the successor borrower, to designate and/or establish the successor borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case if there is a defeasance of such Mortgage Loan documents has been completed(“Loan Seller Defeasance Rights and Obligations”). The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if the Master Servicer receives notice of a defeasance request to a Mortgage Loan subject to defeasance, then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee; and (ii) until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Loan Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (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, 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than and, in any event, excluding 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 Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Trustee, and the ownership of records and documents with respect to the related 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 (other than subject to the records and documents described in rights of the proviso to Section 3(bholder of the Maine Mall Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Maine Mall Mortgage Loan pursuant to the contrary hereinthis Section 1, 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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “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 “Mortgage Note” hereunderinterest that it may have thereunder in its capacity as the Maine Mall Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4June 5, 2021 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4June 5, 2021 2014 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $371,279,928.87, plus accrued interest on the Mortgage Loans from and including June 1, 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. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, recourse (except as otherwise specifically set forth herein) 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received or receivable on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 the related each 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 “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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4September 18, 2021 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4September 18, 2021 2013 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. 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 As the purchase price that would otherwise be paid by for the PurchaserMortgage Loans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $94,208,461, plus accrued interest on the Mortgage Loans from and including 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. 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. 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, all of its right, 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 “College Point” and “The Galleria Office TowersDomain”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office TowersOne SoHo Square” is part of a Joint Mortgage Loan (the “The Galleria Office Towers One SoHo Mortgage Loan”) evidenced by two four promissory notes that are being contributed by the Seller and Citi Real Estate Funding Inc. German American Capital Corporation (“CREFIGACC”), and the Seller is only selling to the Purchaser the one two related Mortgage Note Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $26,000,000 103,950,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 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 agreement, dated as of March 4August 3, 2021 (the “Underwriting Agreement”), between the Depositor and the Underwriters and Underwriters, (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 Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4August 3, 2021 (the “Certificate Purchase Agreement”), between the Depositor and the Initial PurchasersPurchasers and (iii) the Class A-4A1 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association (“JPMCB”), pursuant to a certificate purchase agreement, dated as of August 3, 2021 (the “CIO Certificate Purchase Agreement”), between the Depositor and JPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1July 28, 2021 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5August 4, 2021 (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 March 1July 28, 2021 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 5August 4, 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (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, 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Date Off Date, (other than excluding 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 Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 Trustee, and the ownership of records and documents with respect to the related 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 (other than subject to the records rights of the holders of the Dallas Market Center Companion Loan and documents described in the proviso to Section 3(bXxxxx Office Portfolio Companion Loans) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Dallas Market Center Mortgage Loan and the Xxxxx Office Portfolio Mortgage Loan pursuant to the contrary hereinthis Section 1, 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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of the Seller Dallas Market Center Mortgage Loan and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “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 “Mortgage Note” hereunderinterest 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 Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4May 15, 2021 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4May 15, 2021 2015 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $457,799,737.15, plus accrued interest on the Mortgage Loans from and including May 1, 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. 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. 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, all of its right, 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 “The Galleria Office TowersWorkspace Portfolio”, “0000 Xxxxxxx Xxxxxxx”, “Xxxxxxxx’x Portfolio”, “Philadelphia Marriott Downtown” and “Nvidia Santa Xxxxx”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “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 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 aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSIGS&Co., GS&Co. BofA Securities and Academy, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of March 4December 11, 2021 2023 (the “Underwriting Agreement”), between the Depositor and the Underwriters Underwriters, and (ii) the Class X-D, Class X-F, Class X-G, Class X-NRH, Class D, Class E, Class F, Class G, Class NR, Class S H and Class R Certificates to JPMS, CGMI, DBSI GS&Co. and GS&Co.BofA Securities, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4December 11, 2021 2023 (the “Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1December 6, 2021 2023 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5December 11, 2021 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 March 1December 6, 2021 2023 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 5December 11, 2021 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. 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 6,716,184 of the VRR Interest in the form of the uncertificated RR Interest to the Seller or at the Seller’s 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. 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, all of its right, 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 “The Galleria Office TowersCX – 350 & 000 Xxxxx Xxxxxx”, “Novo Nordisk HQ” and “Xxxx Xxx Portfolio”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office Towers000 Xxxxxxxxx Xxxxxx” is part of a Joint Mortgage Loan (the “The Galleria Office Towers 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 aggregate original principal amount of $26,000,000 12,800,000 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 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 agreement, dated as of March 4February 1, 2021 2022 (the “Underwriting Agreement”), between the Depositor and the Underwriters and Underwriters, (ii) the Class X-D, Class X-FFG, Class X-GH, Class X-NR, Class D, Class E, Class F, Class G, Class NRH, Class J, Class K, Class S and Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4February 1, 2021 2022 (the “Certificate Purchase Agreement”), between the Depositor and the Initial PurchasersPurchasers 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 March 1January 21, 2021 2022 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5February 1, 2021 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 March 1January 21, 2021 2022 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated March 5February 1, 2021 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 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. 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 19,503,750 Certificate Balance of the VRR Interest in the form of a portion of the Class RR Interest Certificates to the Seller or at the Seller’s directiondirection (which portion of the Class RR Certificates will be deemed to be transferred from the Purchaser to JPMCB and from 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. 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, all of its right, 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 “The Galleria Office Towers”)collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage 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 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 “The Galleria Office TowersBellagio Hotel and Casino” is part of a Joint Mortgage Loan (the “The Galleria Office Towers Bellagio Hotel and Casino 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 aggregate original principal amount of $26,000,000 15,000,000 (and only such Mortgage Notes Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “0000 Xxxxxxxx” (the “0000 Xxxxxxxx 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 $49,650,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (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 B, Class C and Class C D Certificates (the “Public Certificates” and, together with the Class R Certificates, the “Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”)Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx & Co. LLC (“GS&Co.Drexel”), ) and Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, together with JPMS, CGMI, DBSI, GS&Co. CGMI and AcademyDrexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of March 4February 6, 2021 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters 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 Class R Certificates to JPMS, CGMI, DBSI and GS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of March 4, 2021 (the “Certificate Purchase Agreement”), between the Depositor and the Initial PurchasersUnderwriters. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated March 1February 3, 2021 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 5February 6, 2021 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 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. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall consist of (i) be equal to 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 that would otherwise be paid by the Purchaser, the Purchaser shall transfer $22,564,141 of the RR Interest to the Seller or at the Seller’s directionDate. 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. Effective as of the Closing Date and upon receipt of the purchase price referred to in the third succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holder of interests in any Newcastle Senior Housing Portfolio Companion Loan and the Xxxxx Portfolio Companion Loan) 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 to this Agreement (the “The Galleria Office TowersMortgage Loan Schedule”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such the Mortgage Loans after the Cut-off Off Date (other than 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 Off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, 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 and the Xxxxx Portfolio Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any Newcastle Senior Housing Portfolio Companion Loan and the Xxxxx Portfolio Companion Loan) prepared by or which come into the possession of the Seller shall (other than subject to the records rights of the holder of any Newcastle Senior Housing Portfolio Companion Loan and documents described in the proviso to Section 3(bXxxxx Portfolio Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Newcastle Senior Housing Portfolio Mortgage Loan and the Xxxxx Portfolio Mortgage Loan pursuant to the contrary hereinthis Section 1, 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 Citi Real Estate Funding Inc. (“CREFI”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the one related Mortgage Note in favor holder of the Seller Newcastle Senior Housing Portfolio Mortgage Loan and its successors and assigns in the aggregate original principal amount of $26,000,000 (and only such Mortgage Notes will constitute a “Xxxxx 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 “Mortgage Note” hereunderinterest that it may have thereunder in its capacity as the Newcastle Senior Housing Portfolio Companion Loan Holder and the Xxxxx Portfolio Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of 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 X.X. Xxxxxx Securities LLC the underwriters (“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 March 4June 5, 2021 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) 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 Class R 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 certificate purchase agreementPurchase Agreement, dated as of March 4June 5, 2021 2014 (the “Certificate Purchase Agreement”), between the Depositor Purchaser 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. The purchase price of As consideration for 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 that would otherwise be paid by the PurchaserLoans, the Purchaser shall pay, by wire transfer $22,564,141 of the RR Interest immediately available funds, to the Seller or at the Seller’s directiondirection $266,188,912.20, plus accrued interest on the Mortgage Loans from and including June 1, 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. 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.