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 set forth in the 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1December 29, 20152014, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19December 16, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxx Dxxxxx Xxxxxxxx, LLC (“Drexel”” and, collectively with JPMS, Barclays and together with JPMS and BarclaysCredit Suisse, in such capacitycapacities, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays Credit Suisse as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of December 16, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; and (iii) the Class HOW Certificates (collectively with the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class HOW Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19December 16, 2015 2014 (the “Class HOW Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19December 18, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC RBS Securities Inc. (“DrexelRBS”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays RBS as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19December 18, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, JPMS and BarclaysRBS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 1918, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class A-2FL, Class A-2FX, Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays KeyBanc as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 1918, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, JPMS and BarclaysKeyBanc. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 28, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“DrexelBarclays Capital”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays Capital as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 28, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays Capital and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October June 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 4, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class A-3A1, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and”, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays Barclays, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 4, 2015 (the “Private Certificate Purchase Agreement”), among the DepositorDepositor and the Initial Purchasers; and (iii) the Class A-3A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, JPMS National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of June 4, 2015 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and BarclaysJPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October April 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19April 2, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), KeyBanc Capital Markets Inc. (“KeyBanc”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together collectively with JPMS JPMS, Barclays and BarclaysKeyBanc, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class R Z and Class Z R Certificates (the “Private Certificates” and”, and together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays KeyBanc, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19April 2, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Depositor and Barclaysthe 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19August 2, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19August 2, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October December 1, 20152018, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19December 4, 2015 2018 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC Barclays Group US Inc. (“JPMSBGUS”), Barclays Capital Inc. (“Barclays”) and ), KeyBanc Capital Markets Inc. (“KeyBanc”), Xxxxxx Xxxxxxxx, LLC (“Drexel”), and Cantor Xxxxxxxxxx & Co., (“CF&Co” and, together with JPMS and Barclays, KeyBanc and Drexel in such capacity, the “Underwriters”); ) and (ii) the Class X-CD, Class X-F, Class G, Class D, Class E, Class F, Class G, Class NRH-RR, Class R J-RR, Class S and Class Z R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS Barclays, CF&Co. and Barclays Drexel as the initial purchasers (each collectively in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19December 4, 2015 2018 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS BGUS and Barclaysthe Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated November 26, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated December 6, (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated November 26, 2018 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated December 6, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth referred to in the immediately second 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the Closing Date, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI, GS&Co. and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of October 19December 10, 2015 2018 (the “Underwriting Agreement”), among between the DepositorDepositor and the Underwriters, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class ED, Class F, Class G, Class NR, S and Class R Certificates to JPMS, DBSI, CGMI and Class Z Certificates (the “Private Certificates” andGS&Co., together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19December 10, 2015 2018 (the “Private Certificate Purchase Agreement”), among between the DepositorDepositor and the Initial Purchasers, JPMS and Barclays(iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificates, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to Massachusetts Mutual Life Insurance Company (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of December 10, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated December 3, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated December 11, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated December 3, 2018 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated December 11, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October November 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19November 17, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and ), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”, and together with JPMS JPMS, Barclays and BarclaysDrexel, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class D-1, Class D-2, Class D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 17, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19November 8, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder Securities”) and Xxxxxx XxxxxxxxWxxxx Fargo Securities, LLC (“DrexelWFS”, and together with JPMS and Barclays, Ladder Securities in such capacity, the “Underwriters”); , and (ii) the Class Depositor will sell the X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays Ladder Securities as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 8, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Ladder Securities and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 28, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“DrexelBarclays Capital”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays Capital as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 28, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays Capital and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, A Class A-S, Class B, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19March 1, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. CIBC World Markets Corp. (“BarclaysCIBCWMC”) and Xxxxxx Xxxxxxxx, Xxxxxxx & Co. LLC (“DrexelMSC”, and together collectively with JPMS and Barclays, CIBCWMC in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-DB, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays MSC as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19March 1, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS MSC and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19April 29, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and , (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays, KeyBanc and Barclays RBS Securities Inc. (“RBS”) as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of April 29, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, JPMS, KeyBanc and RBS, and (iii) the Class CSQ Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class CSQ Certificate Initial Purchaser” and together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19April 24, 2015 2014 (the “Class CSQ Certificate Purchase Agreement” and together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19November 8, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder Securities”) and Xxxxxx XxxxxxxxWxxxx Fargo Securities, LLC (“DrexelWFS”, and together with JPMS and Barclays, Ladder Securities in such capacity, the “Underwriters”); , and (ii) the Class Depositor will sell the X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays Ladder Securities as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 8, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Ladder Securities and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19April 29, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and , (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays, KeyBanc and Barclays RBS Securities Inc. (“RBS”) as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of April 29, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, JPMS, KeyBanc and RBS, and (iii) the Class CSQ Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class CSQ Certificate Initial Purchaser” and together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19April 24, 2015 2014 (the “Class CSQ Certificate Purchase Agreement” and together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 20152012, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB and Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D A Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 27, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital CIBC World Markets Corp. (“CIBCWMC”) and Deutsche Bank Securities Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“DrexelDBSI”, and together collectively with JPMS and BarclaysCIBCWMC, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-B, Class A-S, Class B, Class C, Class X-EC, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers purchaser (each in such capacity, an the “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 27, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Purchase and Sale Agreement, dated as of October 1, 2015, among the date hereof between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 22, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. CIBC World Markets Corp. (“BarclaysCIBCWMC”), Credit Suisse Securities (USA) LLC (“CSSU”) and Xxxxxx XxxxxxxxGxxxxxx, LLC Sachs & Co. (“DrexelGoldman”, and together collectively with JPMS JPMS, CIBCWMC and BarclaysCSSU, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-CA-4FL, Class A-4FX, Class X-B, Class D, Class E, Class F, Class G, Class NRH, Class R NR and Class Z R Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers purchaser (each in such capacity, an the “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 22, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 14, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays KeyBanc as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 14, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays, KeyBanc and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19May 2, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder Securities”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together collectively with JPMS JPMS, Ladder Securities and BarclaysXxxxxx Xxxxxxx, in such capacity, the “Underwriters”); and , (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, and Class R and Class Z Certificates (the “Private Certificates” and”) to JPMS and Ladder Securities as the initial purchasers (together in such capacity, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated May 2, 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, Ladder Securities and JPMS, (iii) the Class AN Certificates to JPMS as the initial purchaser (in such capacity, the “Class AN Certificate Initial Purchaser”) specified in the certificate purchase agreement, dated May 2, 2013 (the “Class AN Certificate Purchase Agreement”), between the Depositor and JPMS; and (iv) the Class PF Certificates (together with the Class AN Certificates, the Public Certificates and the Private Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers purchaser (each in such capacity, an the “Class PF Certificate Initial Purchaser” and collectivelytogether with the Class AN Certificate Initial Purchaser and the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19May 9, 2015 2013 (the “Class PF Certificate Purchase Agreement” and together with the Class AN Certificate Purchase Agreement and the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 be equal to the amount set forth on the cross 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 other holders of interests in a Companion Interest, all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, subject to the rights of the other holders of interest in a Companion Interest, 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. The Depositor Purchaser will sell (i) the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, Class A-4dated as of September 22, Class A-52011 (the “Underwriting Agreement”), Class A-SBbetween the Purchaser and the Underwriters, and the Purchaser will sell the Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, G and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of October 19September 22, 2015 2011 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $1,057,922,852.56, plus accrued interest on the Mortgage Loans from and including October 1, 2011 to but excluding the Closing Date (inclusive of accrued interest) shall be equal but subject to certain post-settlement adjustment for expenses incurred by the amount set forth on the cross receipt between the Seller Underwriters and the Purchaser dated Initial Purchasers on behalf of the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing DateDepositor). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19March 1, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. CIBC World Markets Corp. (“BarclaysCIBCWMC”) and Xxxxxx Xxxxxxxx, Xxxxxxx & Co. LLC (“DrexelMSC”, and together collectively with JPMS and Barclays, CIBCWMC in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-DB, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS JPMS, and Barclays MSC as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19March 1, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS MSC and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 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)) and, in the case of the Mortgage Loans identified on the Mortgage Loan Schedule as 1414 & 1418 K Street, Japan Town Center, Riverside on the Jxxxx and Storage by Gxxxxx and Napa Valley Wine Storage, the “regular interest” and “residual interest” in each individual loan REMIC formed pursuant to the respective REMIC Declarations executed on March 29, 2012. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in a Companion Loan) and for each Loan REMIC, a copy of the related REMIC Declaration and the related filed IRS Forms SS-4 and 8811 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 shall (other than subject to the records and documents described rights of the holders of interests in the proviso to Section 3(ba Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. 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, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the underwriting agreementUnderwriting Agreement, dated as of October 19May 18, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) Purchaser and Xxxxxx Xxxxxxxx, LLC (“Drexel”the Underwriters, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Purchaser will sell certain of the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of October 19May 18, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $591,931,858.84, plus accrued interest on the Mortgage Loans from and including June 1, 2012 to but excluding the Closing Date (inclusive but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of accrued interest) shall be equal to the amount set forth on the cross receipt between Depositor and for which 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 Dateis specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19July 1, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-X- D, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19July 1, 2015 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 14, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” andand together, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays KeyBanc as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 14, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays, KeyBanc and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19November 8, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder Securities”) and Xxxxxx Xxxxxxxx), Wxxxx Fargo Securities, LLC (“DrexelWFS”, and together collectively with JPMS and BarclaysLadder Securities, in such capacity, the “Underwriters”); ) and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays Ladder Securities as the initial purchasers (each together in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 8, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Ladder Securities and BarclaysJPMS. 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 be equal to the amount set forth on the cross 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Purchase and Sale Agreement, dated as of October 1, 2015, among the date hereof between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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)) and the Closing Date Interest Amount. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, 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. 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, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19April 18, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder”) and Xxxxxx Xxxxxxxx), Wxxxx Fargo Securities, LLC (“DrexelWFS”) and Gxxxxxx, Sxxxx & Co. (“Goldman”, and together collectively with JPMS JPMS, Ladder and BarclaysWFS, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-DB, Class E, Class F, Class G, Class NR, Class R H and Class Z NR Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays Ladder as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19April 18, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS and BarclaysLadder. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the date hereof between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB and Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D A Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 27, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital CIBC World Markets Corp. (“CIBCWMC”) and Deutsche Bank Securities Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“DrexelDBSI”, and together collectively with JPMS and BarclaysCIBCWMC, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-B, Class A-S, Class B, Class C, Class X-EC, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers purchaser (each in such capacity, an the “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 27, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19February 5, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Xxxxx Fargo Securities, LLC (“WFS”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS JPMS, Barclays and BarclaysWFS, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-FG, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (together with the Class A-3A2 Certificates, the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19February 5, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS and Barclays; and (iii) the Class A-3A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of February 5, 2015 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 17, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, Credit Suisse Securities (USA) LLC (“DrexelCredit Suisse”, and together with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates”) to JPMS, Barclays and Credit Suisse as the initial purchasers (each in such capacity, a “Private Certificate Initial Purchaser” andand collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of September 17, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; (iii) the Class UH5 Certificates to JPMS as the initial purchaser (in such capacity, the “Class UH5 Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class UH5 Certificate Purchase Agreement”), between the Depositor and JPMS; (iv) the Class WYA Certificates to JPMS as the initial purchaser (in such capacity, the “WYA Certificate Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class WYA Certificate Purchase Agreement”), between the Depositor and JPMS; and (v) the Class RIM Certificates (together with the Public Certificates, the Private Certificates, the Class UH5 Certificates, the Class WYA Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an the “Class RIM Certificate Initial Purchasers” and, together with the Private Certificate Initial Purchaser” , the Class UH% Certificate Initial Purchaser and collectivelythe Class WYA Certificate Initial Purchaser, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 17, 2015 2014 (the “Class RIM Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the Class UH5 Certificate Purchase Agreement and the Class WYA Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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)) and the Closing Date Interest Amount. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB and Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D A Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19December 12, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder Securities”) and Xxxxxx XxxxxxxxXxxxx Fargo Securities, LLC (“DrexelXxxxx Fargo Securities”, and together collectively with JPMS and Barclays, Ladder Securities in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-B, Class A-S, Class B, Class C, Class X-EC, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS JPMS, Ladder Securities and Barclays Xxxxx Fargo Securities as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19December 12, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Ladder Securities and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Purchase and Sale Agreement, dated as of October 1, 2015, among the date hereof between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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)) and the Closing Date Interest Amount. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, 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. 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, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19April 18, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder”) and Xxxxxx Xxxxxxxx), Wxxxx Fargo Securities, LLC (“DrexelWFS”) and Gxxxxxx, Sxxxx & Co. (“Goldman”, and together collectively with JPMS JPMS, Ladder and BarclaysWFS, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-DB, Class E, Class F, Class G, Class NR, Class R H and Class Z NR Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays Ladder as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.an

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement Agreement to appointment Appointment of Master Servicer, dated as of October June 1, 20152012, among the Depositor, the Master Servicer, the Depositor Seller 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 collateralCIBC) 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 22, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. CIBC World Markets Corp. (“BarclaysCIBCWMC”), Credit Suisse Securities (USA) LLC (“CSSU”) and Xxxxxx XxxxxxxxGxxxxxx, LLC Sachs & Co. (“DrexelGoldman”, and together collectively with JPMS JPMS, CIBCWMC and BarclaysCSSU, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-CA-4FL, Class A-4FX, Class X-B, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers purchaser (each in such capacity, an the “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 22, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October July 1, 20152016, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19July 8, 2015 2016 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Deutsche Bank Securities Inc. (“BarclaysDBSI”) and ), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”, and together with JPMS JPMS, DBSI and BarclaysDrexel, in such capacity, the “Underwriters”); ) and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays DBSI as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19July 8, 2015 2016 (the “Private Certificate Purchase Agreement”), among the DepositorDepositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, JPMS dated July 1, 2016 (including, without limitation, all exhibits and Barclaysannexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 11, 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated July 1, 2016 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated July 11, 2016 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and 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 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. 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 set forth in the 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19November 8, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder Securities”) and Xxxxxx XxxxxxxxXxxxx Fargo Securities, LLC (“DrexelWFS”, and together with JPMS and Barclays, Ladder Securities in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays Ladder Securities as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 8, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Ladder Securities and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1, 20152014, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-BB-1, Class X-B-2, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 199, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Credit Suisse Securities (USA) and Xxxxxx Xxxxxxxx, LLC (“DrexelCredit Suisse”) and KeyBanc Capital Markets Inc. (“KeyBanc” and, collectively with JPMS, Barclays and together with JPMS and Barclays, Credit Suisse in such capacitycapacities, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (together with the Class A-4A2 Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays, Credit Suisse and Barclays KeyBanc as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 9, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS, Barclays, Credit Suisse and KeyBanc; (iii) the Class ESK Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class ESK Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 199, 2015 2014 (the “Private Class ESK Certificate Purchase Agreement”), among between the DepositorDepositor and JPMS; and (iv) the Class A-4A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, JPMS National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of October 9, 2014 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and Barclaysthe Class ESK Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19April 29, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and , (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays, KeyBanc and Barclays RBS Securities Inc. (“RBS”) as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of April 29, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, JPMS, KeyBanc, and RBS, and (iii) the Class CSQ Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class CSQ Certificate Initial Purchaser” and together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19April 24, 2015 2014 (the “Class CSQ Certificate Purchase Agreement” and together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1September 30, 20152016, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 22, 2015 2016 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Dxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”, and together with JPMS and BarclaysDrexel, in such capacity, the “Underwriters”); ) and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers purchaser (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 22, 2015 2016 (the “Private Certificate Purchase Agreement”), among the DepositorDepositor and the Initial Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, JPMS dated September 14, 2016 (including, without limitation, all exhibits and Barclaysannexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated September 23, 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated September 14, 2016 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated September 23, 2016 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and 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 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. 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 set forth in the 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 14, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”), and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays KeyBanc as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 14, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays, KeyBanc and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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)) and the Closing Date Interest Amount. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB and Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D A Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19December 12, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder Securities”) and Xxxxxx XxxxxxxxXxxxx Fargo Securities, LLC (“DrexelXxxxx Fargo Securities”, and together collectively with JPMS and Barclays, Ladder Securities in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-B, Class A-S, Class B, Class C, Class X-EC, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS JPMS, Ladder Securities and Barclays Xxxxx Fargo Securities as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19December 12, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Ladder Securities and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in identified on Exhibit A, A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal payments 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 principal, interest and interest other amounts first due on the Mortgage Loans on or before the Cut-off Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by by, or which come into the possession of of, the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Depositor Purchaser will sell (i) the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates (the “Public Certificates”) to Cantor Xxxxxxxxxx & Co. (“CF&Co.”), Class A-4Barclays Capital Inc. (“Barclays”), Class A-5Deutsche Bank Securities Inc. (“DBSI”), Class A-SBCastleOak Securities, L.P. (“CastleOak”) and Nomura Securities International, Inc. (“Nomura”), as underwriters (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between the Purchaser and the Underwriters, dated December 6, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-SJ, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R S and Class Z R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS CF&Co., Barclays, DBSI, CastleOak and Barclays Nomura, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in pursuant to a Certificate Purchase Agreement, between the certificate purchase agreementPurchaser and the Initial Purchasers, dated as of October 19December 6, 2015 2011 (the “Private Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Term Sheet dated November 23, among 2011 (the Depositor“Term Sheet”), JPMS a Prospectus dated November 23, 2011 (the “Prospectus”), a Free Writing Prospectus dated November 23, 2011 (together with the Prospectus, the “Free Writing Prospectus”), and Barclaysa Prospectus Supplement dated December 6, 2011 (together with the Prospectus, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated December 6, 2011 (the “Memorandum”) and a preliminary version thereof dated November 23, 2011 (the “Preliminary Memorandum”). The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit E attached hereto) to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price includes accrued interest on the Mortgage Loans from and including December 1, 2011 to but excluding the Closing Date (inclusive of accrued interest) shall be equal but subject to certain post-settlement adjustment for expenses incurred by the amount set forth on the cross receipt between the Seller Underwriters and the Purchaser dated Initial Purchasers on behalf of the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing DatePurchaser). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19July 1, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19July 1, 2015 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October February 19, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx XxxxxxxxWxxxx Fargo Securities, LLC (“DrexelWFS”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class A-4A2, Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October February 19, 2015 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 other holders of interests in a Companion Interest, all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, subject to the rights of the other holders of interest in a Companion Interest, 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. The Depositor Purchaser will sell (i) the Class A-1, Class A-2, Class A-3A-3 and Class A-4 Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, Class A-4dated as of September 22, Class A-52011 (the “Underwriting Agreement”), Class A-SBbetween the Purchaser and the Underwriters, and the Purchaser will sell the Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, G and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of October 19September 22, 2015 2011 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $732,461,842.79, plus accrued interest on the Mortgage Loans from and including October 1, 2011 to but excluding the Closing Date (inclusive of accrued interest) shall be equal but subject to certain post-settlement adjustment for expenses incurred by the amount set forth on the cross receipt between the Seller Underwriters and the Purchaser dated Initial Purchasers on behalf of the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing DateDepositor). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1June 16, 20152017, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19May 25, 2015 2017 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”, and together with JPMS and BarclaysDrexel, in such capacity, the “Underwriters”); and , (ii) the Class X-C, Class X-D, Class Z and Class R Certificates to JPMS as the initial purchaser (in such capacity, the “Initial Purchaser”) specified in the certificate purchase agreement, dated as of May 25, 2017 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchaser and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class D, Class NR, Z and Class R and Class Z Certificates (Certificates, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers RREF III-D AIV RR, LLC (each in such capacity, an “Initial Purchaser” and collectively, the “Initial PurchasersThird Party Purchaser”) specified in the that certain certificate purchase agreement, dated as of October 19May 25, 2015 2017 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the DepositorDepositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, JPMS dated May 18, 2017 (including, without limitation, all exhibits and Barclaysannexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated May 25, 2017 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated May 18, 2017 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated May 25, 2017 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Purchase and Sale Agreement, dated as of October 1, 2015, among the date hereof between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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)) and the Closing Date Interest Amount. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB and Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D A Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 16, 2015 2011 (the “Underwriting Agreement”), among between the Depositor, X.X. Depositor and J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. Gxxxxxx, Sxxxx & Co. (“BarclaysGoldman”) and Xxxxxx XxxxxxxxWxxxx Fargo Securities, LLC (“Drexel”, and together Wxxxx” collectively with JPMS and Barclays, in such capacityWxxxx, the “Underwriters”); , and (ii) the Depositor will sell the Class X-B, Class A-S, Class B, Class C, Class X-D, Class E, Class F, Class G, Class NR, Class R G and Class Z NR Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers purchaser (each in such capacity, an the “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 23, 2015 2011 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October December 1, 20152016, among the Master Servicer, the Depositor Seller and the SellerDepositor, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19December 5, 2015 2016 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”), and together with JPMS and BarclaysDrexel, in such capacity, the “Underwriters”); ) and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers purchaser (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19December 5, 2015 2016 (the “Private Certificate Purchase Agreement”), among the DepositorDepositor and the Initial Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, JPMS dated November 23, 2016 (including, without limitation, all exhibits and Barclaysannexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated December 6, 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated November 23, 2016 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated December 6, 2016 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and 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 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. 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 set forth in the 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19May 2, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Ladder Capital Inc. Securities LLC (“BarclaysLadder Securities”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together collectively with JPMS JPMS, Ladder Securities and BarclaysXxxxxx Xxxxxxx, in such capacity, the “Underwriters”); and , (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays Ladder Securities as the initial purchasers (each together in such capacity, an “Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19May 2, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, Ladder Securities and JPMS, (iii) the Class AN Certificates to JPMS as the initial purchaser (in such capacity, the “Class AN Certificate Initial Purchaser”) specified in the certificate purchase agreement, dated May 2, 2013 (the “Class AN Certificate Purchase Agreement”), between the Depositor and BarclaysJPMS; and (iv) the Class PF Certificates (together with the Class AN Certificates, the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class PF Certificate Initial Purchaser” and together with the Class AN Certificate Initial Purchaser and the Private Certificate Initial Purchaser, the “Initial Purchasers”) specified in the purchase agreement, dated May 9, 2013 (the “Class PF Certificate Purchase Agreement” and together with the Class AN Certificate Purchase Agreement and the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMS. 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 be equal to the amount set forth on the cross 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19March 1, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. CIBC World Markets Corp. (“BarclaysCIBCWMC”) and Xxxxxx Xxxxxxxx, Xxxxxxx & Co. LLC (“DrexelMSC”, and together collectively with JPMS and Barclays, CIBWMC in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-DB, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS JPMS, CIBCWMC and Barclays MSC as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19March 1, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS MSC and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, SB Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC C and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 14, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays KeyBanc as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 14, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays, KeyBanc and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19April 29, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC KeyBanc Capital Markets Inc. (“DrexelKeyBanc”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and , (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays, KeyBanc and Barclays RBS Securities Inc. (“RBS”) as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of April 29, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, JPMS, KeyBanc and RBS, and (iii) the Class CSQ Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class CSQ Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19April 24, 2015 2014 (the “Class CSQ Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19February 5, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Xxxxx Fargo Securities, LLC (“WFS”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS JPMS, Barclays and BarclaysWFS, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.Class

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1, 20152014, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage NoteNote (including, in the case of the ESK Whole Loan, the separate note evidencing the ESK 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. The Depositor will sell (i) the Class A-1X-0, Class A-2Xxxxx X-0, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-BB-1, Class X-B-2, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 199, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Credit Suisse Securities (USA) and Xxxxxx Xxxxxxxx, LLC (“DrexelCredit Suisse”) and KeyBanc Capital Markets Inc. (“KeyBanc” and, collectively with JPMS, Barclays and together with JPMS and Barclays, Credit Suisse in such capacitycapacities, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (together with the Class A-4A2 Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays, Credit Suisse and Barclays KeyBanc as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 9, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS, Barclays, Credit Suisse and KeyBanc; (iii) the Class ESK Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class ESK Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 199, 2015 2014 (the “Private Class ESK Certificate Purchase Agreement”), among between the DepositorDepositor and JPMS; and (iv) the Class A-4A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, JPMS National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of October 9, 2014 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and Barclaysthe Class ESK Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19August 2, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19August 2, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays and BarclaysJPMS. 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 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 Datehereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, the Seller’s interest in the related Mortgage securing 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. 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, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the underwriting agreementUnderwriting Agreement, dated as of October 19July 17, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) Purchaser and Xxxxxx Xxxxxxxx, LLC (“Drexel”the Underwriters, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Purchaser will sell certain of the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of October 19July 17, 2015 2013 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $321,938,346.36, plus accrued interest on the Mortgage Loans from and including July 1, 2013 to but excluding the Closing Date (inclusive but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of accrued interest) shall be equal to the amount set forth on the cross receipt between Depositor and for which 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 Dateis specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in identified on Exhibit A, A (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 payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, subject to 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. The Depositor Purchaser 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, Class C, Class EC D, Class E and Class D F Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementUnderwriting Agreement, dated as of October 19June 21, 2015 2007 (the “"Underwriting Agreement”"), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) Purchaser and Xxxxxx Xxxxxxxx, LLC (“Drexel”the Underwriters, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Purchaser will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NRH, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class Z LR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS and Barclays as the initial purchasers (each in such capacitythe "Initial Purchasers" and, an “Initial Purchaser” and collectivelycollectively with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementCertificate Purchase Agreement, dated as of October 19June 21, 2015 2007 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and Loans, the Purchaser dated the date hereof and shall be paid by the Purchaser pay to the Seller in immediately available funds or at the Seller's direction $2,280,187,643.44 (excluding accrued interest and certain post-settlement adjustment for expenses incurred by the Underwriters on behalf of the Closing DateDepositor). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 17, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, Credit Suisse Securities (USA) LLC (“DrexelCredit Suisse”, and together with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates”) to JPMS, Barclays and Credit Suisse as the initial purchasers (each in such capacity, a “Private Certificate Initial Purchaser” andand collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of September 17, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; (iii) the Class UH5 Certificates to JPMS as the initial purchaser (in such capacity, the “Class UH5 Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class UH5 Certificate Purchase Agreement”), between the Depositor and JPMS; (iv) the Class WYA Certificates to JPMS as the initial purchaser (in such capacity, the “WYA Certificate Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class WYA Certificate Purchase Agreement”), between the Depositor and JPMS; and (v) the Class RIM Certificates (together with the Public Certificates, the Private Certificates, the Class UH5 Certificates, the Class WYA Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an the “Class RIM Certificate Initial Purchasers” and, together with the Private Certificate Initial Purchaser” , the Class UH5 Certificate Initial Purchaser and collectivelythe Class WYA Certificate Initial Purchaser, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 17, 2015 2014 (the “Class RIM Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the Class UH5 Certificate Purchase Agreement and the Class WYA Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth referred to in the immediately second 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the Closing Date, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxxxx LLC (“Jefferies”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI and Jefferies, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of October 19February 15, 2015 2019 (the “Underwriting Agreement”), among between the DepositorDepositor and the Underwriters, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-CD, Class X-D, Class E, Class F-RR, Class G-RR, Class H-RR, Class NR, -RR and Class R and Class Z Certificates (collectively, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS JPMS, DBSI and Barclays Jefferies, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19February 15, 2015 2019 (the “Private Certificate Purchase Agreement”), among between the DepositorDepositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, JPMS dated February 8, 2019 (including, without limitation, all exhibits and Barclaysannexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated February 15, 2019 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated February 8, 2019, (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated February 15, 2019 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the 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 set forth in the immediately 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in identified on Exhibit A, A (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 payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, subject to 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. On the Closing Date, the Seller shall also arrange for the delivery to the Depositor an amount equal to $62,395.21 to be deposited by the Master Servicer in the Collection Account on behalf of the Seller and for the benefit of the Trust Fund, which amount represents the aggregate amount of interest that would have accrued at the related Mortgage Rates on the applicable Mortgage Loans commencing October 1, 2006 for those Mortgage Loans that do not require a payment of a full month's interest on the Due Date in November 2006 or do not have a Due Date until December 2006. The Depositor Purchaser 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, Class C, Class EC D, Class E and Class D F Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementUnderwriting Agreement, dated as of October 1917, 2015 2006 (the “"Underwriting Agreement”"), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) Purchaser and Xxxxxx Xxxxxxxx, LLC (“Drexel”the Underwriters, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Purchaser will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NRH, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class Z LR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS and Barclays as the initial purchasers (each in such capacitythe "Initial Purchasers" and, an “Initial Purchaser” and collectivelycollectively with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreement, dated as of October 19, 2015 (the “Private Certificate Purchase Agreement”, dated October 17, 2006 (the "Certificate Purchase Agreement"), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and Loans, the Purchaser dated the date hereof and shall be paid by the Purchaser pay to the Seller in immediately available funds or at the Seller's direction $2,916,951,602 (excluding accrued interest and certain post-settlement adjustment for expenses incurred by the Underwriters on behalf of the Closing DateDepositor). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage NoteNote (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. The Depositor will sell (i) the Class A-1[A‑1], Class A-2[A‑2], Class A-3[A‑3], Class A-4[A‑4], Class [A-5], Class A-SB[A‑SB], Class X-A[X‑A], Class [X-B], Class A-S[A‑S], Class [B], Class [C, Class EC ] and Class D [EC] Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 [DATE] (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”[UNDERWRITERS], and together with JPMS and Barclays[UNDERWRITERS], in such capacity, (the “Underwriters”); and (ii) the Class X-C[X‑C], Class [X-D], Class [X-E], Class [X-F], Class G[X-NR], Class NR[D], Class R [E], Class [F], Class [NR] and Class Z [R] Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays [INITIAL PURCHASERS] as the initial purchasers (each in such capacity, an a “Private Initial Purchaser” and collectively, the “Private Initial Purchasers”) specified in the certificate purchase agreement, dated as of [DATE] (the “Certificate Purchase Agreement”), between 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 October 19, 2015 [DATE] (the “Private Class [LOAN-SPECIFIC] Certificate Purchase Agreement”), among between the DepositorDepositor and [LOAN-SPECIFIC INITIAL PURCHASERS], JPMS and Barclays(iv) the Class [A-3] 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 [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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the each Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the Closing Date between the Master Servicer, the Depositor Servicer and the SellerSellers) all of its right, title, 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) interest in and to the related Mortgage Loans described in Exhibit AA-1 or Exhibit A-2, as applicable, 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 related Mortgage Loans, the ownership of each related Mortgage Note, 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 applicable 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. The Sellers' records will accurately reflect the sale of each Mortgage Loan sold by such Seller to the Purchaser. 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 X-0X, Xxxxx X-A, Class X-B, Class A-SM, Class BA-X, Class Xxxxx X, Xxass C, Class EC D, Class E and Class D F Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementagreement dated June 28, dated as of October 19, 2015 2007 (the “"Underwriting Agreement”), among ") between the Depositor, X.X. Xxxxxx Depositor and J.P. Morgan Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”"JPMSI") for itself and Xxxxxx Xxxxxxxx, LLC (“Drexel”as representatixx xx xxx xeveral underwriters identified therein, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NRH, Class R J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class Z NR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS JPMSI and Barclays as UBS Securities LLC, the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementagreement dated June 28, dated as of October 19, 2015 2007 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage AIGMC Loans is and the SOME II Loans are being conducted on an arms-arms length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage AIGMC Loans (inclusive of accrued interest) and the SOME II Loans, the Purchaser shall be equal pay to the amount set forth on Sellers or at the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller Sellers' direction in immediately available funds on the Closing Datesum of $115,922,389.69 (which amount is inclusive of accrued interest and exclusive of AIGMC's and SOME II's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage AIGMC Loans and the SOME II Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1August 28, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2X-0, Class A-3, Class A-4, Class A-5Xxxxx X-0, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19August 13, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R Certificates (collectively with the Class BWP Certificates and the Class Z Certificates (Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays Xxxxx Fargo Securities, LLC (“WFS”), as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of August 13, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor and the Private Certificate Initial Purchasers; and (iii) the Class BWP Certificates to JPMS as the initial purchaser (in such capacity, the “Class BWP Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19August 13, 2015 (the “Class BWP Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth referred to in the immediately 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the Closing Date, 2015, among between the Master Servicer, the Depositor 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) 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.to

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 17, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, Credit Suisse Securities (USA) LLC (“DrexelCredit Suisse”, and together with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates”) to JPMS, Barclays and Credit Suisse as the initial purchasers (each in such capacity, a “Private Certificate Initial Purchaser” andand collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of September 17, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; (iii) the Class UH5 Certificates to JPMS as the initial purchaser (in such capacity, the “Class UH5 Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class UH5 Certificate Purchase Agreement”), between the Depositor and JPMS; (iv) the Class WYA Certificates to JPMS as the initial purchaser (in such capacity, the “WYA Certificate Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class WYA Certificate Purchase Agreement”), between the Depositor and JPMS; and (v) the Class RIM Certificates (together with the Public Certificates, the Private Certificates, the Class UH5 Certificates, the Class WYA Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an the “Class RIM Certificate Initial Purchasers” and, together with the Private Certificate Initial Purchaser” , the Class UH5 Certificate Initial Purchaser and collectivelythe Class WYA Certificate Initial Purchaser, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 17, 2015 2014 (the “Class RIM Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the Class UH5 Certificate Purchase Agreement and the Class WYA Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage NoteNote (including, in the case of the U-Haul Self Storage Whole Loan, the separate note evidencing the Trust 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19August 6, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Class A-3A2 Certificates, the “Private Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of August 6, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays and JPMS; (iii) the Class UHP Certificates (together with the Public Certificates, the Private Certificates and the Class Z Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class UHP Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19August 6, 2015 2014 (the “Private Class UHP Certificate Purchase Agreement”), among between the DepositorDepositor and JPMS; and (iv) the Class A-3A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, JPMS National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of August 6, 2014 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and Barclaysthe Class UHP Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage NoteNote (including, in the case of the Residence Inn Midtown East AB Whole Loan, the separate note evidencing the related Trust 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 17, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, Credit Suisse Securities (USA) LLC (“DrexelCredit Suisse”, and together with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates”) to JPMS, Barclays and Credit Suisse as the initial purchasers (each in such capacity, a “Private Certificate Initial Purchaser” andand collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of September 17, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; (iii) the Class UH5 Certificates to JPMS as the initial purchaser (in such capacity, the “Class UH5 Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class UH5 Certificate Purchase Agreement”), between the Depositor and JPMS; (iv) the Class WYA Certificates to JPMS as the initial purchaser (in such capacity, the “WYA Certificate Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class WYA Certificate Purchase Agreement”), between the Depositor and JPMS; and (v) the Class RIM Certificates (together with the Public Certificates, the Private Certificates, the Class UH5 Certificates, the Class WYA Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an the “Class RIM Certificate Initial Purchasers” and, together with the Private Certificate Initial Purchaser” , the Class UH% Certificate Initial Purchaser and collectivelythe Class WYA Certificate Initial Purchaser, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 17, 2015 2014 (the “Class RIM Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the Class UH5 Certificate Purchase Agreement and the Class WYA Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1August 28, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage NoteNote (including, in the case of Bridgewater Place Whole Loan, the separate note evidencing the BWP 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. The Depositor will sell (i) the Class A-1, Class A-2X-0, Class A-3, Class A-4, Class A-5Xxxxx X-0, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19August 13, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R Certificates (collectively with the Class BWP Certificates and the Class Z Certificates (Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays Xxxxx Fargo Securities, LLC (“WFS”), as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of August 13, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor and the Private Certificate Initial Purchasers; and (iii) the Class BWP Certificates to JPMS as the initial purchaser (in such capacity, the “Class BWP Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19August 13, 2015 (the “Class BWP Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among ) between the Depositor, JPMS Depositor and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the each Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the Closing Date between the applicable Master Servicer, the Depositor Servicer and the SellerSellers) all of its right, title, 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) interest in and to the related Mortgage Loans described in Exhibit AA-1 or Exhibit A-2, as applicable, 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 related Mortgage Loans, the ownership of each related Mortgage Note, 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 applicable 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. The Sellers' records will accurately reflect the sale of each Mortgage Loan sold by such Seller to the Purchaser. The Depositor will sell (i) the Class A-1, Class A-1S, Class A-2, Class A-2S, Class A-2SFL, Class A-3, Class A-4A-3SFL, Class A-5A-1A, Class X, Class A-SB, Class X-A, Class X-BM, Class A-SMS, Class A-J, Class A-JS, Class B, Class B-S, Class C, Class EC C-S, Class D and Class D D-S Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementagreement dated December 15, dated as of October 19, 2015 2006 (the “"Underwriting Agreement”), among ") between the Depositor, X.X. Xxxxxx Depositor and J.P. Morgan Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”"JPMSI") for itself and Xxxxxx Xxxxxxxx, LLC (“Drexel”as representatixx xx xxx xeveral underwriters identified therein, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Depositor will sell the Class X-C, Class X-DE, Class E-S, Class F, Class F-S, Class G, Class NRG-S, Class R H, Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class Z NR Certificates (the “"Private Certificates” and") to JPMSI, the initial purchaser (together with the Public CertificatesUnderwriters, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementagreement dated December 15, dated as of October 19, 2015 2006 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage AIGMC Loans is and the SOME II Loans are being conducted on an arms-arms length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage AIGMC Loans (inclusive of accrued interest) and the SOME II Loans, the Purchaser shall be equal pay to the amount set forth on Sellers or at the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller Sellers' direction in immediately available funds on the Closing Datesum of $125,524,410 (which amount is inclusive of accrued interest and exclusive of AIGMC's and SOME II's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage AIGMC Loans and the SOME II Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in identified on Exhibit A, A (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 payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, subject to 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. The Depositor Purchaser 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, Class C, Class EC D, Class E and Class D F Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementUnderwriting Agreement, dated as of October 19March 7, 2015 2006 (the “"Underwriting Agreement”"), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) Purchaser and Xxxxxx Xxxxxxxx, LLC (“Drexel”the Underwriters, and together with JPMS and Barclaysthe Purchaser will sell the Class X-P, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NRH, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class Z LR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS and Barclays as the initial purchasers (each in such capacitythe "Initial Purchasers" and, an “Initial Purchaser” and collectivelycollectively with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreement, dated as of October 19, 2015 (the “Private Certificate Purchase Agreement”, dated March 7, 2006 (the "Certificate Purchase Agreement"), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and Loans, the Purchaser dated the date hereof and shall be paid by the Purchaser pay to the Seller in immediately available funds or at the Seller's direction $1,596,786,311 (excluding accrued interest and certain post-settlement adjustment for expenses incurred by the Underwriters on behalf of the Closing DateDepositor). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth referred to in the immediately 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the Closing Date, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to J.X. Xxxxxx Securities LLC (“JPMS”), Jefferies LLC (“Jefferies”), Drexel Hxxxxxxx, LLC (“Drexel”) and Deutsche Bank Securities Inc., (“DBSI” and, together with JPMS, Jefferies and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of October 19November 14, 2015 2019 (the “Underwriting Agreement”), among between the DepositorDepositor and the Underwriters, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-CD, Class X-F, Class D, Class E, Class F, Class G-RR, Class NRH-RR, Class R N-RR and Class Z R Certificates (collectively, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS JPMS, Jefferies and Barclays DBSI, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 14, 2015 2019 (the “Private Certificate Purchase Agreement”), among between the DepositorDepositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, JPMS dated November 6, 2019 (including, without limitation, all exhibits and Barclaysannexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated November 15, 2019 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated November 6, 2019, (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated November 15, 2019 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the 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 set forth in the immediately succeeding paragraph, the each Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the Closing Date between the applicable Master Servicer, the Depositor Servicer and the SellerSellers) all of its right, title, 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) interest in and to the related Mortgage Loans described in Exhibit AA-1 or Exhibit A-2, as applicable, 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 related Mortgage Loans, the ownership of each related Mortgage Note, 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 applicable 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. The Sellers' records will accurately reflect the sale of each Mortgage Loan sold by such Seller to the Purchaser. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A, Class A-3FL, Class A-3B, Class A-4, Clasx X-XX, Xxxxx A-1A, Class A-5X, Class A-SB, Class X-A, Class X-BM, Class A-SX, Class BXxxxx X, Class C, Class EC Xxass C and Class D Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementagreement dated September 22, dated as of October 19, 2015 2006 (the “"Underwriting Agreement”), among ") between the Depositor, X.X. Xxxxxx Depositor and J.P. Morgan Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”"JPMSI") for itself and Xxxxxx Xxxxxxxx, LLC (“Drexel”as representatixx xx xxx xeveral underwriters identified therein, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Depositor will sell the Class X-C, Class X-D, Class E, Class F, F Class G, Class NRH, Class R J, Class K, Class L, Class M, Class N, Class P and Class Z NR Certificates (the “"Private Certificates” and") to JPMSI, the initial purchaser (together with the Public CertificatesUnderwriters, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementagreement dated September 22, dated as of October 19, 2015 2006 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage AIGMC Loans is and the SOME II Loans are being conducted on an arms-arms length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage AIGMC Loans (inclusive of accrued interest) and the SOME II Loans, the Purchaser shall be equal pay to the amount set forth on Sellers or at the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller Sellers' direction in immediately available funds on the Closing Datesum of $93,262,833.69 (which amount is inclusive of accrued interest and exclusive of AIGMC's and SOME II's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage AIGMC Loans and the SOME II Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in identified on Exhibit A, A (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 payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, subject to 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. The Depositor Purchaser 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, Class C, Class EC D, Class E and Class D F Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementUnderwriting Agreement, dated as of October 1917, 2015 2006 (the “"Underwriting Agreement”"), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) Purchaser and Xxxxxx Xxxxxxxx, LLC (“Drexel”the Underwriters, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Purchaser will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NRH, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class Z LR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS and Barclays as the initial purchasers (each in such capacitythe "Initial Purchasers" and, an “Initial Purchaser” and collectivelycollectively with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreement, dated as of October 19, 2015 (the “Private Certificate Purchase Agreement”, dated October 17, 2006 (the "Certificate Purchase Agreement"), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and Loans, the Purchaser dated the date hereof and shall be paid by the Purchaser pay to the Seller in immediately available funds or at the Seller's direction $1,447,967,139 (excluding accrued interest and certain post-settlement adjustment for expenses incurred by the Underwriters on behalf of the Closing DateDepositor). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the each Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the Closing Date between the applicable Master Servicer, the Depositor Servicer and the SellerSellers) all of its right, title, 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) interest in and to the related Mortgage Loans described in Exhibit AA-1 or Exhibit A-2, as applicable, 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 related Mortgage Loans, the ownership of each related Mortgage Note, 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 applicable 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. The Sellers' records will accurately reflect the sale of each Mortgage Loan sold by such Seller to the Purchaser. The Depositor will sell (i) the Class A-1, Class A-1S, Class A-2, Class A-2S, Class A-2SFL, Class A-3, Class A-4A-3S, Class A-5A-1A, Class X, Class A-SB, Class X-A, Class X-BM, Class A-MS, Class A-J, Class A-JFL, Class A-JS, Class B-S, Class C-S and Class D-S Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the underwriting agreement dated March 26, 2007 (the "Underwriting Agreement") between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and as representatixx xx xxx xeveral underwriters identified therein, and the Depositor will sell the Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class E-S, Class F, Class F-S, Class G, Class NRG-S, Class R H, Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class Z NR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS JPMSI and Barclays as UBS Securities LLC, the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementagreement dated March 26, dated as of October 19, 2015 2007 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage AIGMC Loans is and the SOME II Loans are being conducted on an arms-arms length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage AIGMC Loans (inclusive of accrued interest) and the SOME II Loans, the Purchaser shall be equal pay to the amount set forth on Sellers or at the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller Sellers' direction in immediately available funds on the Closing Datesum of $81,453,704.78 (which amount is inclusive of accrued interest and exclusive of AIGMC's and SOME II's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage AIGMC Loans and the SOME II Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the Closing Date between the Master Servicer, the Depositor Servicer and the Seller) all of its right, title, 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) interest 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 each related Mortgage Note, 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. The Seller's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. 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 X-0X, Xxxxx X-A, Class X-B, Class A-SM, Class BA-X, Class Xxxxx X, Xxass C, Class EC D, Class E and Class D F Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementagreement dated June 28, dated as of October 19, 2015 2007 (the “"Underwriting Agreement”), among ") between the Depositor, X.X. Xxxxxx Depositor and J.P. Morgan Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”"JPMSI") for itself and Xxxxxx Xxxxxxxx, LLC (“Drexel”as representatixx xx xxx xeveral underwriters identified therein, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NRH, Class R J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class Z NR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS JPMSI and Barclays as UBS Securities LLC, the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementagreement dated June 28, dated as of October 19, 2015 2007 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-arms length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and Loans, the Purchaser dated the date hereof and shall be paid by the Purchaser pay to the Seller or at the Seller's direction in immediately available funds on the Closing Datesum of $740,641,284.54 (which amount is inclusive of accrued interest and exclusive of the Seller's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the Closing Date between the applicable Master Servicer, the Depositor Servicer and the Seller) all of its right, title, 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) interest 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 each related Mortgage Note, 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. The Seller's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Depositor will sell (i) the Class A-1, Class A-1S, Class A-2, Class A-2S, Class A-2SFL, Class A-3, Class A-4A-3S, Class A-5A-1A, Class X, Class A-SB, Class X-A, Class X-BM, Class A-MS, Class A-J, Class A-JFL, Class A-JS, Class B-S, Class C-S and Class D-S Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the underwriting agreement dated March 26, 2007 (the "Underwriting Agreement") between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and as representatixx xx xxx xeveral underwriters identified therein, and the Depositor will sell the Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class E-S, Class F, Class F-S, Class G, Class NRG-S, Class R H, Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class Z NR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS JPMSI and Barclays as UBS Securities LLC, the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementagreement dated March 26, dated as of October 19, 2015 2007 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-arms length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and Loans, the Purchaser dated the date hereof and shall be paid by the Purchaser pay to the Seller or at the Seller's direction in immediately available funds on the Closing Datesum of $1,295,179,893.21 (which amount is inclusive of accrued interest and exclusive of the Seller's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October November 1, 20152014, among the Master ServicerDepositor, the Depositor Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1A-0, Class A-2Xxxxx X-0, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19November 4, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, Credit Suisse Securities (USA) LLC (“DrexelCredit Suisse”, and together with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (together with the Class A-4A2 Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays Credit Suisse as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of November 4, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; (iii) the Class BNB Certificates (together with the Public Certificates, the Private Certificates and the Class Z Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class BNB Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 4, 2015 2014 (the “Private Class BNB Certificate Purchase Agreement”), among between the DepositorDepositor and JPMS; and (iv) the Class A-4A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, JPMS National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of November 4, 2014 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and Barclaysthe Class BNB Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth referred to in the immediately 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the Closing Date, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Xxxxxxxxx LLC (“Jefferies”), Drexel Xxxxxxxx, LLC (“Drexel”) and Deutsche Bank Securities Inc., (“DBSI” and, together with JPMS, Jefferies and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of October 19November 14, 2015 2019 (the “Underwriting Agreement”), among between the DepositorDepositor and the Underwriters, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-CD, Class X-F, Class D, Class E, Class F, Class G-RR, Class H-RR, Class NR, -RR and Class R and Class Z Certificates (collectively, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to JPMS JPMS, Jefferies and Barclays DBSI, as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 14, 2015 2019 (the “Private Certificate Purchase Agreement”), among between the DepositorDepositor and the Initial Purchasers. The Public Certificates are more particularly described in (a) the preliminary prospectus, JPMS dated November 6, 2019 (including, without limitation, all exhibits and Barclaysannexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated November 15, 2019 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated November 6, 2019, (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated November 15, 2019 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the 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 set forth in the 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the Closing Date, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Deutsche Bank Securities Inc. (“BarclaysDBSI”) and ), Xxxxxx Xxxxxxxx, LLC LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS JPMS, DBSI and BarclaysDrexel, in such capacity, the “Underwriters”) pursuant to that certain underwriting agreement, dated as of October 13, 2017 (the “Underwriting Agreement”); , between the Depositor and the Underwriters, (ii) the Class X-CD, Class X-D, Class E-RR, Class F-RR, Class G, Class NR-RR, Class R and Class Z Certificates (the “Private Certificates” andto JPMS, together with the Public CertificatesDBSI, the “Certificates”) to JPMS Drexel and Barclays Academy as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the pursuant to that certain certificate purchase agreement, dated as of October 1913, 2015 2017 (the “Private Certificate Purchase Agreement”), among between the Depositor and the Initial Purchasers and (iii) the Class VRR Certificates to Deutsche Bank AG, acting through its New York Branch (“DBNY”) pursuant to that certain certificate purchase agreement, dated as of October 16, 2017 (the “Class VRR Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”) between the Depositor, JPMS German American Capital Corporation and BarclaysDBNY. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated October 10, 2017 (including, without limitation, all exhibits and annexes thereto, and as supplemented and amended by that certain supplement to the preliminary prospectus, dated October 11, 2017, the “Preliminary Prospectus”), and (b) a final prospectus, dated October 16, 2017 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Offered Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated October 10, 2017, as supplemented and amended by that certain supplement to the preliminary private placement memorandum, dated October 11, 2017 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated October 16, 2017 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in identified on Exhibit A, A to this Agreement (the “Mortgage Loan Schedule”) 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 Off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in a Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee 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 shall (other than subject to the records and documents described rights of the holders of interests in the proviso to Section 3(ba Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the 200 Xxxxxxxx Mortgage Loan pursuant to this Section 1, the Seller does hereby assign all of its right, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the holder of the related Companion Loan, if applicable). The 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, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the underwriting agreementUnderwriting Agreement, dated as of October 19September 10, 2015 2012 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) Purchaser and Xxxxxx Xxxxxxxx, LLC (“Drexel”the Underwriters, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Purchaser will sell certain of the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of October 19September 10, 2015 2012 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $388,919,366, plus accrued interest on the Mortgage Loans from and including September 1, 2012 to but excluding the Closing Date (inclusive but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of accrued interest) shall be equal to the amount set forth on the cross receipt between Depositor and for which 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 Dateis specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October February 19, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx XxxxxxxxXxxxx Fargo Securities, LLC (“DrexelWFS”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class A-4A2, Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October February 19, 2015 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage NoteNote (including, in the case of each of the Wyvernwood Apartments AB Whole Loan and the U-Haul Self Storage Pool 5 Whole Loan, the separate note evidencing the related Trust 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19September 17, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, Credit Suisse Securities (USA) LLC (“DrexelCredit Suisse”, and together with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates”) to JPMS, Barclays and Credit Suisse as the initial purchasers (each in such capacity, a “Private Certificate Initial Purchaser” andand collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of September 17, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; (iii) the Class UH5 Certificates to JPMS as the initial purchaser (in such capacity, the “Class UH5 Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class UH5 Certificate Purchase Agreement”), between the Depositor and JPMS; (iv) the Class WYA Certificates to JPMS as the initial purchaser (in such capacity, the “WYA Certificate Initial Purchaser”) specified in the certificate purchase agreement, dated September 17, 2014 (the “Class WYA Certificate Purchase Agreement”), between the Depositor and JPMS; and (v) the Class RIM Certificates (together with the Public Certificates, the Private Certificates, the Class UH5 Certificates, the Class WYA Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an the “Class RIM Certificate Initial Purchasers” and, together with the Private Certificate Initial Purchaser” , the Class UH% Certificate Initial Purchaser and collectivelythe Class WYA Certificate Initial Purchaser, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19September 17, 2015 2014 (the “Class RIM Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the Class UH5 Certificate Purchase Agreement and the Class WYA Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, rights it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. 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, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19December 18, 2015 2013 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC RBS Securities Inc. (“DrexelRBS”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays RBS as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19December 18, 2015 2013 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, JPMS and BarclaysRBS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the Closing Date between the applicable Master Servicer, the Depositor Servicer and the Seller) all of its right, title, 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) interest 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 each related Mortgage Note, 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. The Seller's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Depositor will sell (i) the Class A-1, Class A-1S, Class A-2, Class A-2S, Class A-2SFL, Class A-3, Class A-4A-3S, Class A-5A-1A, Class X, Class A-SB, Class X-A, Class X-BM, Class A-MS, Class A-J, Class A-JFL, Class A-JS, Class B-S, Class C-S and Class D-S Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the underwriting agreement dated March 26, 2007 (the "Underwriting Agreement") between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and as representatixx xx xxx xeveral underwriters identified therein, and the Depositor will sell the Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class E-S, Class F, Class F-S, Class G, Class NRG-S, Class R H, Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class Z NR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS JPMSI and Barclays as UBS Securities LLC, the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementagreement dated March 26, dated as of October 19, 2015 2007 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-arms length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and Loans, the Purchaser dated the date hereof and shall be paid by the Purchaser pay to the Seller or at the Seller's direction in immediately available funds on the Closing Datesum of $1,265,015,257.72 (which amount is inclusive of accrued interest and exclusive of the Seller's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 12, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“DrexelBarclays Capital”, and together collectively with JPMS and Barclays, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class A-3A2, Class A-4A2, Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays Capital as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 12, 2015 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays Capital and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October November 1, 20152014, among the Master ServicerDepositor, the Depositor Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage NoteNote (including, in the case of the BankNote Building 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. The Depositor will sell (i) the Class A-1X-0, Class A-2Xxxxx X-0, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19November 4, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, Credit Suisse Securities (USA) LLC (“DrexelCredit Suisse”, and together with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (together with the Class A-4A2 Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays Credit Suisse as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of November 4, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; (iii) the Class BNB Certificates (together with the Public Certificates, the Private Certificates and the Class Z Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class BNB Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 4, 2015 2014 (the “Private Class BNB Certificate Purchase Agreement”), among between the DepositorDepositor and JPMS; and (iv) the Class A-4A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, JPMS National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of November 4, 2014 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and Barclaysthe Class BNB Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, rights it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October February 19, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx XxxxxxxxWxxxx Fargo Securities, LLC (“DrexelWFS”, and together collectively with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class A-4A2, Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October February 19, 2015 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master ServicerServicing Rights Appointment Agreement, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19June 12, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), ) and Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“DrexelBarclays Capital”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); , and (ii) the Depositor will sell the Class A-3A2, Class A-4A2, Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates and the Class Z Certificates, the “Certificates”) to JPMS and Barclays Capital as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19June 12, 2015 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS Barclays Capital and BarclaysJPMS. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage NoteNote (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. 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], Class [C, Class EC ] and Class D [EC] Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 [DATE] (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”[UNDERWRITERS], and together with JPMS and Barclays[UNDERWRITERS], in such capacity, (the “Underwriters”); and (ii) the Class [X-C], Class [X-D], Class [X-E], Class [X-F], Class G[X-NR], Class NR[D], Class R [E], Class [F], Class [NR] and Class Z [R] Certificates (together with the Class [A-4] Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays [INITIAL PURCHASERS] as the initial purchasers (each in such capacity, an a “Private Initial Purchaser” and collectively, the “Private Initial Purchasers”) specified in the certificate purchase agreement, dated as of [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 October 19, 2015 [DATE] (the “Private Class [LOAN-SPECIFIC] Certificate Purchase Agreement”) and (iv) the Class [A-3] 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”), among between the Depositor, JPMS Depositor and Barclays[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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1March 29, 20152017, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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 X-C, Class A-S, Class B, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.the

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth referred to in the immediately 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the Closing Date, 2015, among between the Master Servicer, the Depositor 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 collateralsuch) 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 NoteNote 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. 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, Class C, Class EC B and Class D 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 (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 October 19August 3, 2015 2021 (the “Underwriting Agreement”), among between the DepositorDepositor and the Underwriters, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-CD, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class R S and Class Z R Certificates (the “Private Certificates” andto JPMS, together with the Public CertificatesCGMI, the “Certificates”) to JPMS DBSI and Barclays GS&Co., as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19August 3, 2015 2021 (the “Private Certificate Purchase Agreement”), among between the DepositorDepositor and the Initial Purchasers and (iii) the Class A-4A1 Certificates (the “Direct Sale Certificates”) to JPMCB, JPMS pursuant to a certificate purchase agreement, dated as of August 3, 2021 (the “CIO Certificate Purchase Agreement”), between the Depositor and BarclaysJPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 28, 2021 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated August 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 July 28, 2021 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated August 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 be equal to 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 DateDate 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 $37,350,338 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 set forth in the 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 agreement to appointment of Master Servicer, dated as of October November 1, 20152014, among the Master ServicerDepositor, the Depositor Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, the Mortgage (if part of the related Mortgage File) 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. The Depositor will sell (i) the Class A-1A-0, Class A-2Xxxxx X-0, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19November 4, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, Credit Suisse Securities (USA) LLC (“DrexelCredit Suisse”, and together with JPMS and Barclays, Barclays in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (together with the Class A-4A2 Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays Credit Suisse as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of November 4, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, Barclays, Credit Suisse and JPMS; (iii) the Class BNB Certificates (together with the Public Certificates, the Private Certificates and the Class Z Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class BNB Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 4, 2015 2014 (the “Private Class BNB Certificate Purchase Agreement”), among between the DepositorDepositor and JPMS; and (iv) the Class A-4A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, JPMS National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of November 4, 2014 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and Barclaysthe Class BNB Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1, 20152014, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1A-0, Class A-2Xxxxx X-0, Class A-3, Class A-4A-4A1, Class A-5, Class A-SB, Class X-A, Class X-BB-1, Class X-B-2, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 199, 2015 2014 (the “Underwriting Agreement”), among the Depositor, X.X. J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Credit Suisse Securities (USA) and Xxxxxx Xxxxxxxx, LLC (“DrexelCredit Suisse”) and KeyBanc Capital Markets Inc. (“KeyBanc” and, collectively with JPMS, Barclays and together with JPMS and Barclays, Credit Suisse in such capacitycapacities, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class NR, NR and Class R and Class Z Certificates (together with the Class A-4A2 Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays, Credit Suisse and Barclays KeyBanc as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 9, 2014 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS, Barclays, Credit Suisse and KeyBanc; (iii) the Class ESK Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”) to JPMS as the initial purchaser (in such capacity, the “Class ESK Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 199, 2015 2014 (the “Private Class ESK Certificate Purchase Agreement”), among between the DepositorDepositor and JPMS; and (iv) the Class A-4A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, JPMS National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of October 9, 2014 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement and Barclaysthe Class ESK Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately 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 agreement to appointment of Master Servicer, dated as of October 1, 2015, among the Master Servicer, the Depositor and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, the Seller’s interest in the related Mortgage securing 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. 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, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the underwriting agreementUnderwriting Agreement, dated as of October 19July 17, 2015 2013 (the “Underwriting Agreement”), among between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) Purchaser and Xxxxxx Xxxxxxxx, LLC (“Drexel”the Underwriters, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Purchaser will sell certain of the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of October 19July 17, 2015 2013 (the “Private Certificate Purchase Agreement”), among between the Depositor, JPMS Purchaser and BarclaysInitial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $146,850,679.52, plus accrued interest on the Mortgage Loans from and including July 1, 2013 to but excluding the Closing Date (inclusive but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of accrued interest) shall be equal to the amount set forth on the cross receipt between Depositor and for which 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 Dateis specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller each of Natixis RE and Natixis CMF does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master ServicerServicing Rights Purchase Agreement, dated as of October 1, 2015, among the Closing Date between the Master Servicer, the Depositor Servicer and the SellerSellers) all of its right, title, 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) interest in and to the Natixis RE Mortgage Loans described Loans, in Exhibit Athe case of Natixis RE, and the Natixis CMF Mortgage Loans, in the case of Natixis CMF, 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 such Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, 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 each 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. Each Seller's records will accurately reflect the sale of each such Mortgage Loan to the Purchaser. 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 X-0X, Xxxxx X-A, Class X-B, Class A-SM, Class BA-X, Class Xxxxx X, Xxass C, Class EC D, Class E and Class D F Certificates (the “Public "Offered Certificates”") to the underwriters (the "Underwriters") specified in the underwriting agreementagreement dated June 28, dated as of October 19, 2015 2007 (the “"Underwriting Agreement”), among ") between the Depositor, X.X. Xxxxxx Depositor and J.P. Morgan Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”"JPMSI") for itself and Xxxxxx Xxxxxxxx, LLC (“Drexel”as representatixx xx xxx xeveral underwriters identified therein, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Depositor will sell the Class X-C, Class X-D, Class E, Class F, Class G, Class NRH, Class R J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class Z NR Certificates (the “"Private Certificates” and, together with the Public Certificates, the “Certificates”") to JPMS JPMSI and Barclays as UBS Securities LLC, the initial purchasers (each in such capacity, an “Initial Purchaser” and collectivelytogether with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementagreement dated June 28, dated as of October 19, 2015 2007 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-arms length basis and upon commercially reasonable terms. The As the purchase price of for the Natixis RE Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by Natixis CMF Mortgage Loans, the Purchaser shall pay to the Seller Natixis RE or at Natixis RE's direction in immediately available funds on the Closing Datesum of $670,683,086.52 (which amount is inclusive of accrued interest and exclusive of Natixis RE's and Natixis CMF's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth referred to in the immediately 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1the Closing Date, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc., (“DBSI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, CGMI, DBSI, and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of October 19November 5, 2015 2019 (the “Underwriting Agreement”), among between the DepositorDepositor and the Underwriters, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-CD, Class X-D, Class E, Class F, Class G, Class NR, S and Class R Certificates to JPMS, CGMI and Class Z Certificates (the “Private Certificates” andDBSI, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19November 5, 2015 2019 (the “Private Certificate Purchase Agreement”), among between the DepositorDepositor and the Initial Purchasers, JPMS (iii) the Class F-RR, Class G-RR and BarclaysClass NR-RR Certificates (together with the Class X-D, Class D, Class E, Class S and Class R Certificates, the “Pooled Private 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 November 5, 2019 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Pooled Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser, and (iv) the Class 225B-A, Class 225B-B, Class 225B-C, Class 225B-D and Class 225B-E Certificates (the “Loan-Specific Certificates” and, together with the Public Certificates and the Pooled Private Certificates, the “Certificates”) to DBSI, as the initial purchaser (in such capacity, the “Loan-Specific Initial Purchaser”) specified in the certificate purchase agreement dated as of November 5, 2019 (the “Loan-Specific Certificate Purchase Agreement”). The Public Certificates are more particularly described in (a) the preliminary prospectus, dated October 30, 2019 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated November 6, 2019 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”), the Pooled Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated October 30, 2019 (the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated November 6, 2019 (the “Final Private Placement Memorandum”) and the Loan-Specific Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated October 30, 2019 (the “Loan-Specific Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated November 6, 2019 (the “Loan-Specific 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 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. 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 set forth in the 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1August 28, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2X-0, Class A-3, Class A-4, Class A-5Xxxxx X-0, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19August 13, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together collectively with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class E, Class F, Class G, Class NR, NR and Class R Certificates (collectively with the Class BWP Certificates and the Class Z Certificates (Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS JPMS, Barclays and Barclays Xxxxx Fargo Securities, LLC (“WFS”), as the initial purchasers (each in such capacity, an a “Private Certificate Initial Purchaser” and collectively, the “Private Certificate Initial Purchasers”) specified in the certificate purchase agreement, dated as of August 13, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor and the Private Certificate Initial Purchasers; and (iii) the Class BWP Certificates to JPMS as the initial purchaser (in such capacity, the “Class BWP Certificate Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19August 13, 2015 (the “Class BWP Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among the Depositor, JPMS and Barclays. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to servicing rights appointment of Master Serviceragreement, dated as of October 1March 29, 20152017, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 NoteNote 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. 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 X-C, Class A-S, Class B, Class C, Class EC B and Class D C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19March 7, 2015 2017 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”, and together with JPMS and BarclaysDrexel, in such capacity, the “Underwriters”); and , (ii) the Class XD and Class R Certificates to JPMS as the initial purchaser (in such capacity, the “Initial Purchaser”) specified in the certificate purchase agreement, dated as of March 7, 2017 (the “Private Certificate Purchase Agreement”), among the Depositor and the Initial Purchaser and (iii) the Class D-C, Class X-DRR, Class E-RR, Class F, Class G, -RR and Class NR-RR Certificates (and, together with the Class D and Class R and Class Z Certificates (Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers LNR Securities Holdings, LLC (each in such capacity, an “Initial Purchaser” and collectively, the “Initial PurchasersRetaining Party”) specified in the that certain certificate purchase agreement, dated as of October 19March 7, 2015 2017 (the “Retaining Party Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), among between the DepositorDepositor and the Retaining Party. The Public Certificates are more particularly described in (a) the preliminary prospectus, JPMS dated February 28, 2017 (including, without limitation, all exhibits and Barclaysannexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated March 8, 2017 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary private placement memorandum, dated February 28, 2017 (the “Preliminary Private Placement Memorandum”), and (b) a private placement memorandum, dated March 8, 2017 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on the Closing Date. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller each of Natixis RE and Natixis CMF 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 agreement to appointment of Master ServicerServicing Rights Purchase and Sale Agreement, dated as of October 1, 2015, among the date hereof between the Master Servicer, the Depositor 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 collateralSellers) in and to the Natixis RE Mortgage Loans described Loans, in Exhibit Athe case of Natixis RE, and the Natixis CMF Mortgage Loans, in the case of Natixis CMF, 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 each related Mortgage Note, 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 each 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. Each Seller's records will accurately reflect the sale of each such Mortgage Loan to the Purchaser. 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-BX-2, Class A-S, Class B, Class C, Class EC M and Class D A-J Certificates (the “Public "Offered Certificates”") to the underwriters specified in the underwriting agreement, dated as of October 19December 18, 2015 2007 (the “"Underwriting Agreement”"), among between the DepositorDepositor and J.P. Morgan Securities Inc. ("JPMSX") xxx xxxelf and as representative of Natixis Securities North America Inc. ("NatixisNA" and, X.X. Xxxxxx Securities LLC (“JPMS”together with JPMSI, the "Underwriters"), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS and Barclays, in such capacity, the “Underwriters”); and (ii) Depositor will sell the Class X-X-1, Class B, Class C, Class X-D, D Class E, Class F, Class G, Class NRH, Class R J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class Z NR Certificates (the “"Private Certificates” and") to JPMSI, as the initial purchaser (together with the Public CertificatesUnderwriters, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreement, dated as of October 19December 18, 2015 2007 (the “Private "Certificate Purchase Agreement”"), among between the Depositor, JPMS Depositor and BarclaysJPMSI. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The As the purchase price of for the Mortgage Loans Loans, the Purchaser shall pay to the Sellers or at the Sellers' direction $123,675,666.40 (which amount is inclusive of accrued interest) shall be equal to the amount set forth on the cross receipt between the Seller and the Purchaser dated the date hereof and shall be paid by the Purchaser to the Seller in immediately available funds on minus the Closing Datecosts set forth in Section 9 hereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 agreement to appointment of Master Servicer, dated as of October 1the date hereof, 2015, among between the Master Servicer, the Depositor Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 each related Mortgage Note, 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. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, C and Class EC and Class D Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of October 19February 5, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Xxxxx Fargo Securities, LLC (“WFS”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and together with JPMS JPMS, Barclays and BarclaysWFS, in such capacity, the “Underwriters”); and (ii) the Class X-C, Class X-D, Class X-E, Class X-FG, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class R and Class Z Certificates (together with the Class A-3A2 Certificates, the “Private Certificates” and, and together with the Public Certificates, the “Certificates”) to JPMS and Barclays as the initial purchasers (each in such capacity, an “Initial Purchaser” and collectively, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of October 19February 5, 2015 (the “Private Certificate Purchase Agreement”), among the Depositor, JPMS and Barclays; and (iii) the Class A-3A2 Certificates (the “Direct Sale Certificates”) to JPMorgan Chase Bank, National Association, Chief Investment Office (“JPMCB”) specified in the certificate purchase agreement, dated as of February 5, 2015 (the “CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and JPMCB. 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 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. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.