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

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

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27May 16, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27May 16, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $397,022,330.20, plus accrued interest on the Mortgage Loans from and including May 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of June 1, 20182015, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B B, Class C, Class EC and Class C D Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27June 4, 2018 2015 (the “Underwriting Agreement”), between among the Depositor Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS, Barclays in such capacity, the “Underwriters, ”); (ii) the Class A-3A1, Class X-C, Class X-D, Class DX-E, Class S X-F, Class X-NR, Class E, Class F, Class NR and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMIBarclays, 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 July 27June 4, 2018 2015 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, ; and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR A-3A2 Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Direct Sale Certificates”) to XX XX Sub IIJPMorgan Chase Bank, LLC National Association, Chief Investment Office (the “Third Party PurchaserJPMCB”) as the third-party purchaser specified in that certain the certificate purchase agreement, dated as of July 27June 4, 2018 2015 (the “Third Party Purchaser CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor AgreementJPMCB. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of June 1, 20182015, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B B, Class C, Class EC and Class C D Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27June 4, 2018 2015 (the “Underwriting Agreement”), between among the Depositor 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, ”); (ii) the Class A-3A1, Class X-C, Class X-D, Class DX-E, Class S X-F, Class X-NR, Class E, Class F, Class NR and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMIBarclays, 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 July 27June 4, 2018 2015 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, ; and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR A-3A2 Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Direct Sale Certificates”) to XX XX Sub IIJPMorgan Chase Bank, LLC National Association, Chief Investment Office (the “Third Party PurchaserJPMCB”) as the third-party purchaser specified in that certain the certificate purchase agreement, dated as of July 27June 4, 2018 2015 (the “Third Party Purchaser CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor AgreementJPMCB. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of June 1, 20182015, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-3A1, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B B, Class C, Class EC and Class C D Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27June 4, 2018 2015 (the “Underwriting Agreement”), between among the Depositor Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS, Barclays, in such capacity, the “Underwriters, ”); (ii) the Class A-3A1, Class X-C, Class X-D, Class DX-E, Class S X-F, Class X-NR, Class E, Class F, Class NR and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMIBarclays, 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 July 27June 4, 2018 2015 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, ; and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR A-3A2 Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Direct Sale Certificates”) to XX XX Sub IIJPMorgan Chase Bank, LLC National Association, Chief Investment Office (the “Third Party PurchaserJPMCB”) as the third-party purchaser specified in that certain the certificate purchase agreement, dated as of July 27June 4, 2018 2015 (the “Third Party Purchaser CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor AgreementJPMCB. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27May 16, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27May 16, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $89,314,976.70, plus accrued interest on the Mortgage Loans from and including May 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27May 16, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27May 16, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $214,795,411.33, plus accrued interest on the Mortgage Loans from and including May 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). In addition, with respect to the Mortgage Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (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 (other than a Non-Serviced Companion 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. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27November 16, 2018 2012 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27November 16, 2018 2012 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $149,972,910.27, plus accrued interest on the Mortgage Loans from and including November 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation JPMorgan Chase Bank, National Association (“GACCJPMCB”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 38,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27, 2018 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27May 16, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27May 16, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $491,243,750.39, plus accrued interest on the Mortgage Loans from and including May 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

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

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, A-3 and Class A-SBAB Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of January 24, 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell the Class X-A, Class X-B, Class A-S, Class B and B, Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-DC, Class D, Class S E, Class F, Class G and Class R Certificates (the “Private Certificates”) to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27January 24, 2018 2012 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $114,153,327.85, plus accrued interest on the Mortgage Loans from and including February 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that with respect to any Mortgage Loan that provides for defeasance, the Seller hereby retains all rights, if any, rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateralcollateral (except with respect to the Mortgage Loans identified on Exhibit A as “Arundel Xxxxx and Marketplace”) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx & Co. LLC (“DrexelGS&Co.”) and ), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy” and”) and Xxxxxx Xxxxxxxx, LLC (together with JPMS, DBSICGMI, CGMI GS&Co., BofA Securities and DrexelAcademy, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27December 11, 2018 2023 (the “Underwriting Agreement”), between the Depositor and the Underwriters, and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class S E, Class F, Class G, Class H and Class R Certificates to JPMS, DBSI CGMI, GS&Co. and CGMIBofA Securities, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27December 11, 2018 2023 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24December 6, 2018 2023 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30December 11, 2018 2023 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24December 6, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2023 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30December 11, 2018 2023 (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 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 $12,660,000 Certificate Balance of the VRR Interest in the form of the Class RR Certificates to the Seller or at the Seller’s direction (which Class RR Certificates will be deemed to be transferred from the Purchaser to JPMCB and from JPMCB to the Seller). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of May 1, 20182016, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1X-0, Xxxxx X-0, Class A-2, Class A-3A-3A, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of May 4, 2016 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., Inc. (“DBSI”), Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. (“CGMIGS&Co.”), Xxxxxx Xxxxxxxx, LLC LLC, (“Drexel”) ), and Academy Securities, Inc. (“Academy” and”, 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 July 27, 2018 (the “Underwriting Agreement”), between the Depositor and the Underwriters, ; (ii) the Class X-DC, Class D, Class S E, Class F, Class NR and Class R Certificates (together with the Class A-3B Certificates, the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, JPMS and DBSI and CGMI, 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 July 27May 4, 2018 2016 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, ; and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR A-3B Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Direct Sale Certificates”) to XX XX Sub IIJPMorgan Chase Bank, LLC National Association, Chief Investment Office (the “Third Party PurchaserJPMCB”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27May 4, 2018 2016 (the “Third Party Purchaser CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party PurchaserJPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24April 28, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30May 5, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July April 28, 2018 2016 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30May 5, 2018 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. 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 D hereto to the Special Servicer, that permits the Special Servicer such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). In addition, with respect to the Mortgage Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (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 (other than a Non-Serviced Companion 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. Notwithstanding anything In connection with the transfer of each of the Gansevoort Park Avenue Loan and the Miami Center Loan, pursuant to the contrary hereinthis Section 1, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its right, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the respective subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Intercreditor Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser holder of the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27November 16, 2018 2012 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27November 16, 2018 2012 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $344,820,805.59, plus accrued interest on the Mortgage Loans from and including November 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

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

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of March 1, 20182016, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The 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 and Class C Certificates (the “Public Certificates”) to X.X. the underwriters specified in the underwriting agreement, dated as of February 23, 2016 (the “Underwriting Agreement”), among the Depositor, J.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., Barclays Capital Inc. (“DBSIBarclays”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Dxxxxx Xxxxxxxx, LLC LLC, (“Drexel”) ), and Academy Securities, Inc. (“Academy” and”, and together with JPMS, DBSI, CGMI Barclays and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor ) and the Underwriters, (ii) the Class X-D, Class D-1, Class D-2, Class D, Class S E, Class F, Class NR, Class R and Class R Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMI, 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 July 27February 23, 2018 2016 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24February 16, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30February 25, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24February 16, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2016 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30February 25, 2018 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. 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 D hereto to the Special Servicer, that permits the Special Servicer such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27August 14, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27August 14, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $124,999,593.30, plus accrued interest on the Mortgage Loans from and including August 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of November 1, 20182015, between among the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of November 17, 2015 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Barclays Capital Inc. (“CGMIBarclays”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and”, and together with JPMS, DBSI, CGMI Barclays and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor ; and the Underwriters, (ii) the Class X-C, Class X-D, Class D-1, Class D-2, Class D, Class S E, Class F, Class G, Class NR, Class R and Class R Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMI, 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 July 27November 17, 2018 2015 (the “Private Certificate Purchase Agreement”), between among the Depositor Depositor, JPMS and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor AgreementBarclays. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July March 27, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July March 27, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $202,296,434.32, plus accrued interest on the Mortgage Loans from and including April 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). With respect to each of the mortgage loans identified on the Mortgage Loan Schedule as 1615 L Street and Wells Fargo Tower (the "Lehman Joint Loans"), the Xxxxxx xxxx xell a 00% pari passu interest xxx x 49% pari passu interest, respectively, in such mortgage loans, and Lehman Brothers Holdings Inc. ("Lehman") will sell a 49% pari passu xxxxxxst and a 51% pari passu inxxxxxx, respectively, in such mortgage loans pursuant to a Mortgage Loan Purchase Agreement dated as of July 1, 2007 (the "Lehman Mortgage Loan Purchase Agreement"). With respect to the mortgxxx xxan identified on the Mortgage Loan Schedule as 119 West 40th Street (the "Wachovia Joint Loan" and, together with txx Xxxxxx Xxxxx Xxxxs, the "Joint Loans"), the Seller will sell a 50% pxxx xxssu interest in such mortgage loan, and Wachovia Bank, National Association ("Wachovia" and, together with Lehman, the "Other Sellers") will sell a 50% pari passu interest in xxxx xortgage loan pursuant to a Mortgage Loan Purchase Agreement dated as of July 1, 2007 (the "Wachovia Mortgage Loan Purchase Agreement" and, together with the Lehman Mortgage Loan Purchase Agreement, the "Other Mortgage Loan Puxxxxxx Agreements"). With respect to each Joint Loan, the Seller's interest in such Joint Loan that is being sold to the Purchaser hereunder is referred to herein as the "Seller Interest"; and the related Other Seller's interest in such Joint Loan that is being sold to the Purchaser under the related Other Mortgage Loan Purchase Agreement is referred to herein as the "Other Seller Interest". Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect Note, subject to each Non-Serviced Mortgage the rights of the other holders of interest in a Companion Loan, the Seller's interest in the related Mortgage and the other contents of the related Mortgage File File, will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related Mortgage Loan (other than a Non-Serviced Companion Loan) prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-SB, Class X-A, Class X-BM, Class A-SJ, Class B and B, Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-DC, Class D, Class S E and Class F Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the Underwriting Agreement, dated as of June 21, 2007 (the "Underwriting Agreement"), between the Purchaser and the Underwriters, and the Purchaser will sell the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR Certificates (the "Private Certificates") to JPMS, DBSI and CGMI, as the initial purchasers (in such capacitythe "Initial Purchasers" and, collectively with the Underwriters, the “Initial Purchasers”"Dealers") specified in the certificate purchase agreementCertificate Purchase Agreement, dated as of July 27June 21, 2018 2007 (the “Private "Certificate Purchase Agreement”"), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $4,656,603,876.70 (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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 2717, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 2717, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $310,989,254, plus accrued interest on the Mortgage Loans from and including August 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27August 14, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27August 14, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $306,886,457.73, plus accrued interest on the Mortgage Loans from and including August 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 is specifically responsible), and the Purchaser dated shall cause the date hereof and shall Class Q Uncertificated Interest to be paid by the Purchaser to issued in favor of the Seller in immediately available funds on under the Closing DatePooling and Servicing Agreement. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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)) and, in the case of the Mortgage Loan identified on the Mortgage Loan Schedule as 10 Xxxxxxx Xxxxx Xxxxx, the 10 Xxxxxxx Xxxxx Xxxxx Xxxxxxx Deposit. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27September 10, 2018 2012 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27September 10, 2018 2012 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $135,135,874, 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, recourse (except as otherwise specifically set forth herein) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27September 18, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27September 18, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $74,071,304, plus accrued interest on the Mortgage Loans from and including September 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of March 1, 20182016, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The 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 and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of February 23, 2016 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Barclays Capital Inc. (“CGMIBarclays”), Xxxxxx Xxxxxxxx, LLC LLC, (“Drexel”) ), and Academy Securities, Inc. (“Academy” and”, and together with JPMS, DBSI, CGMI Barclays and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor ) and the Underwriters, (ii) the Class X-D, Class D-1, Class D-2, Class D, Class S E, Class F, Class NR, Class R and Class R Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMI, 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 July 27February 23, 2018 2016 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24February 16, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30February 25, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24February 16, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2016 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30February 25, 2018 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. 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 D hereto to the Special Servicer, that permits the Special Servicer such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein) [(subject to the rights of the holder of interests in the [______] Companion Loan and the [______] 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date; and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File 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 [(other than those to be held by the holder of any Non-Serviced Companion Loan)] prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything [In connection with the transfer of the [______] Mortgage Loan and the [______] Mortgage Loan pursuant to the contrary hereinthis Section 1, the Seller does hereby assign all of its rights, title and interest (solely in its capacity as the holder of the [______] Mortgage Loan identified on Exhibit A as “Aventura Mall” (and the “Aventura Mall [______] Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller in, to and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser under the related Mortgage Note in favor Co-Lender Agreement.] The Purchaser will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27[_____], 2018 20[__] (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27[_____], 2018 20[__] (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $[_____], plus accrued interest on the Mortgage Loans from and including [_____], 20[__] 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 Off Date, notwithstanding anything herein to the contrary (other than excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-off DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 2716, 2018 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 2716, 2018 2015 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $68,493,136.47, plus accrued interest on the Mortgage Loans from and including July 1, 2015 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August July 1, 20182017, between the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of July 21, 2017 (the “Underwriting Agreement”), between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and”, and together with JPMS, DBSI, CGMI JPMS and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-D, Class D, Class S D and Class R Certificates to JPMS, DBSI and CGMI, JPMS as the initial purchasers purchaser (in such capacity, the “Initial PurchasersPurchaser”) specified in the certificate purchase agreement, dated as of July 2721, 2018 2017 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, Purchaser and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S D and Class R CertificateCertificates, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC Massachusetts Mutual Life Insurance Company (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 2721, 2018 2017 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 2413, 2018 2017 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 3024, 2018 2017 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 2413, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2017 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 3024, 2018 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27August 14, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27August 14, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $125,247,331.24, plus accrued interest on the Mortgage Loans from and including August 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 2717, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 2717, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $309,636,676, plus accrued interest on the Mortgage Loans from and including August 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holder of interests in the River Oaks Companion Loan) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the River Oaks Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of the River Oaks Companion Loan) prepared by or which come into the possession of the Seller shall (other than subject to the records and documents described in rights of the proviso to Section 3(bholder the River Oaks Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the River Oaks Mortgage Loan pursuant to the contrary hereinthis Section 1, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the River Oaks Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunderRiver Oaks Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July March 27, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July March 27, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $72,594,309.40, plus accrued interest on the Mortgage Loans from and including April 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27February 28, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27February 28, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $352,500,688.84, plus accrued interest on the Mortgage Loans from and including March 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August June 1, 2018, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of May 23, 2018 (the “Underwriting Agreement”), between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and”, and together with JPMS, DBSI, CGMI DBSI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor ) and the Underwriters, (ii) the Class X-D, Class X-EF, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, JPMS and DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27May 23, 2018 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24May 18, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30May 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28May 18, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30May 24, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holder of interests in the Xxxxxx Town Center Companion Loan) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Xxxxxx Town Center Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of the Xxxxxx Town Center Companion Loan) prepared by or which come into the possession of the Seller shall (other than subject to the records and documents described in rights of the proviso to Section 3(bholder the Xxxxxx Town Center Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Xxxxxx Town Center Mortgage Loan pursuant to the contrary hereinthis Section 1, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the Xxxxxx Town Center Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunderXxxxxx Town Center Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July March 27, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July March 27, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $391,287,850.19, plus accrued interest on the Mortgage Loans from and including April 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateralcollateral (except with respect to the Mortgage Loans identified on Exhibit A as “College Point” and “The Domain”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura MallOne SoHo Square” is part of a Joint Mortgage Loan (the “Aventura Mall One SoHo Mortgage Loan”) is evidenced by two four promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the two related Mortgage Note Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $65,000,000 103,950,000 (and only such Mortgage Note Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx XxxxxxxxDeutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“DrexelGS&Co.”) and ), Academy Securities, Inc. (“Academy” and”) and Xxxxxx Xxxxxxxx, LLC (together with JPMS, CGMI, DBSI, CGMI GS&Co. and DrexelAcademy, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27August 3, 2018 2021 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-D, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class S and Class R Certificates to JPMS, CGMI, DBSI and CGMIGS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27August 3, 2018 2021 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, Purchasers and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR A-4A1 Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Direct Sale Certificates”) to XX XX Sub IIJPMorgan Chase Bank, LLC National Association (the “Third Party PurchaserJPMCB”) as the third-party purchaser specified in that certain ), pursuant to a certificate purchase agreement, dated as of July 27August 3, 2018 2021 (the “Third Party Purchaser CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party PurchaserJPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 2428, 2018 2021 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30August 4, 2018 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 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2021 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30August 4, 2018 2021 (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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27October 10, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27October 10, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $363,616,971, plus accrued interest on the Mortgage Loans from and including October 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, recourse (except as otherwise specifically set forth herein) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27September 18, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27September 18, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $101,315,187, plus accrued interest on the Mortgage Loans from and including September 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27November 21, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27November 21, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $253,226,733.01, plus accrued interest on the Mortgage Loans from and including December 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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)) and, in the case of the Mortgage Loan identified on the Mortgage Loan Schedule as 10 Xxxxxxx Xxxxx Xxxxx, the 10 Xxxxxxx Xxxxx Xxxxx Xxxxxxx Deposit. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27September 10, 2018 2012 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27September 10, 2018 2012 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $135,135,875, 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateralcollateral (except with respect to the Mortgage Loans identified on Exhibit A as “000 Xxxxxxx Xxxxxx”, “00 Xxx Xxxxxx”, “Xxxxx Xxxx Building”, “0000-0000 Xxxxxxx Xxxx” and “Walgreens Nyack, NY”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-4, Class A-4A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, CGMI, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27March 3, 2018 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-D, Class D, Class E, Class S and Class R Certificates to JPMS, DBSI CGMI and CGMIDBSI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27March 3, 2018 2020 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class E, Class S and Class R CertificateCertificates, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC 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 July 27March 3, 2018 2020 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24February 27, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30March 3, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24February 27, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2020 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30March 3, 2018 2020 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 August 1, 2018, as of the Closing Date between the Depositor, the Master 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), and in the case of the Logan Portfolio Loans, the "regular interest" and "residual interest" xx each individual loan REMIC formed pursuant to the respective REMIC Declarations executed on July 5, 2007. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and Mortgage, the other contents of the related Mortgage File and each REMIC Declaration will be vested in the Purchaser and immediately thereafter the Trustee 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. Notwithstanding anything Each Seller's records will accurately reflect the sale of each such Mortgage Loan to the contrary hereinPurchaser. On the Closing Date, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling shall also deliver to the Purchaser Depositor an amount equal to $252,236.20, which amount represents the aggregate amount of interest that would have accrued at the related Mortgage Note Rates on the applicable Mortgage Loans commencing August 1, 2007 for those Mortgage Loans that do not have a Due Date in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder)September 2007. The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-AA-1A, Class X-B, Class A-SM, Class B A-X, Xxxxx X, Xxass C, Class D, Class E and Class C F Certificates (the “Public "Offered Certificates”") to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters (the "Underwriters") specified in the underwriting agreement, dated as of July 27August 24, 2018 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 Underwriters, (ii) Depositor will sell the Class X-DG, Class DH and Class J Certificates and a portion of the Class K Certificates to JPMSI and/or UBS Securities LLC as initial purchasers and sell the remaining portion of the Class K Certificates and the Class L, Class S M, Class N, Class P, Class Q, Class T and Class R NR Certificates to JPMS, DBSI and CGMIthrough JPMSI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in placement agent pursuant to the certificate purchase agreementand placement agreement dated August 24, dated as of July 27, 2018 2007 (the “Private "Certificate Purchase and Placement Agreement”"), between among the Depositor Depositor, JPMSI, for itself as initial purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the TrustUBS Securities LLC, 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 overinitial purchaser, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely JPMSI 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 Agreementplacement agent. 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 $474,577,759.40 (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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27October 10, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27October 10, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $188,709,399, plus accrued interest on the Mortgage Loans from and including October 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the Dallas Market Center Companion Loan and the Xxxxx Office Portfolio Companion Loans) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 Off Date, (other than excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Dallas Market Center Companion Loan and the Xxxxx Office Portfolio Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holders of the Dallas Market Center Companion Loan and the Xxxxx Office Portfolio Companion Loans) prepared by or which come into the possession of the Seller shall (other than subject to the records rights of the holders of the Dallas Market Center Companion Loan and documents described in the proviso to Section 3(bXxxxx Office Portfolio Companion Loans) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Dallas Market Center Mortgage Loan and the Xxxxx Office Portfolio Mortgage Loan pursuant to the contrary hereinthis Section 1, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Dallas Market Center Mortgage Loan and the Xxxxx Office Portfolio Mortgage Loan) in, to and under the related Mortgage Note in favor of Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as any Dallas Market Center Companion Loan Holder and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunderany Xxxxx Office Portfolio Companion Loan Holder). The Depositor Purchaser will sell (i) certain of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27May 15, 2018 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27May 15, 2018 2015 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $457,799,737.15, plus accrued interest on the Mortgage Loans from and including May 1, 2015 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of December 1, 20182015, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The 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 X-D, Class A-S, Class B B, Class C and Class C D Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27December 15, 2018 2015 (the “Underwriting Agreement”), between among the Depositor Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), Xxxxxx Xxxxxxxx, LLC, (“Drexel”), and Academy Securities, Inc. (“Academy”, and together with JPMS and Barclays, in such capacity, the “Underwriters, ”) and (ii) the Class X-DE, Class DE, Class S F, Class G, Class NR and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMI, 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 July 27December 15, 2018 2015 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24December 7, 2018 2015 as supplemented by that certain supplement to the preliminary prospectus, dated December 11, 2015 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30December 16, 2018 2015 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24December 7, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2015 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30December 16, 2018 2015 (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 D hereto in favor of the Custodian (on behalf of the Trustee) and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event of the failure or incapacity of the Custodian (on behalf of the Trustee), the Special Servicer, to submit, or to cause the Custodian to submit for recording, at the expense of Seller, any Mortgage Loan documents required to be recorded as described in the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that permits are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee (or the Custodian on its behalf)). The Seller agrees to reasonably cooperate with the Custodian, the Trustee and the Special Servicer to take in connection with any additional powers of attorney or revisions thereto that are requested by such other action as is necessary to effect the delivery, assignment and/or recordation parties for purposes of any documents and/or instruments relating such recordation. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fundsuch Mortgage Loan becomes a Specially Serviced Loan. The Seller Custodian shall effect, or cause a third party to effectsubmit such documents for recording, at the Seller’s expense, after the periods set forth above, provided, the Custodian shall not submit such assignments for recording if Seller produces evidence that it has sent any such assignment for recording and certifies that Seller is awaiting its return from the applicable recording office. The Seller will be required to effect at its expense the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of March 1, 20182016, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The 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 and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of February 23, 2016 (the “Underwriting Agreement”), among the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Barclays Capital Inc. (“CGMIBarclays”), Xxxxxx Xxxxxxxx, LLC LLC, (“Drexel”) ), and Academy Securities, Inc. (“Academy” and”, and together with JPMS, DBSI, CGMI Barclays and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor ) and the Underwriters, (ii) the Class X-D, Class D-1, Class D-2, Class D, Class S E, Class F, Class NR, Class R and Class R Z Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMI, 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 July 27February 23, 2018 2016 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24February 16, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30February 25, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24February 16, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2016 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30February 25, 2018 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. 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 D hereto to the Special Servicer, that permits the Special Servicer such party to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described in the preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Loan. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura MallMGM Grand & Mandalay Bay” (the “Aventura Mall MGM Grand & Mandalay Bay Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation Citi Real Estate Funding Inc. (“GACCCREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 23,333,333 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, CGMI, DBSI, CGMI GS&Co. and DrexelAcademy, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27October 19, 2018 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters, Underwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class NR, Class S and Class R Certificates to JPMS, CGMI, DBSI and CGMIGS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27October 19, 2018 2020 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24October 12, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30October 20, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24October 12, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2020 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30October 20, 2018 2020 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 Off Date, (other than excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date). In addition, on the Closing Date, the Seller shall cause to be delivered to the Depositor the aggregate Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27February 13, 2018 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27February 13, 2018 2015 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $358,633,466.68, plus accrued interest on the Mortgage Loans from and including February 1, 2015 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateralcollateral (except with respect to the Mortgage Loans identified on Exhibit A as “000 Xxxx Xxxxxx”, “MGM Grand & Mandalay Bay” and “Xxxxxxx Town Center”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A as “Aventura Mall000 Xxxx Xxxxxx” (the “Aventura Mall 000 Xxxx Xxxxxx Mortgage Loan”) is evidenced by four promissory notes that are being contributed by the Seller and JPMorgan Chase Bank, National Association (“JPMCB”), and the Seller is only selling to the Purchaser the two related Mortgage Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $35,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder) and (ii) the Mortgage Loan identified on Exhibit A as “MGM Grand & Mandalay Bay” (the “MGM Grand & Mandalay Bay Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 46,666,667 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Sachs & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, CGMI, DBSI, CGMI GS&Co. and DrexelAcademy, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27October 19, 2018 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters, Underwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class NR, Class S and Class R Certificates to JPMS, CGMI, DBSI and CGMIGS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27October 19, 2018 2020 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24October 12, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30October 20, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24October 12, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2020 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30October 20, 2018 2020 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall 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 $6,730,622 Certificate Balance of the Class RR Certificates to the Seller or at the Seller’s direction (which Class RR Certificates will be deemed to be transferred from the Purchaser to JPMCB and from JPMCB to the Seller). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that with respect to any Mortgage Loan that provides for defeasance, the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateralcollateral (except with respect to the Mortgage Loans identified on Exhibit A as “Workspace Portfolio”, “0000 Xxxxxxx Xxxxxxx”, “Xxxxxxxx’x Portfolio”, “Philadelphia Marriott Downtown” and “Nvidia Santa Xxxxx”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx & Co. LLC (“DrexelGS&Co.”) and ), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy” and”) and Xxxxxx Xxxxxxxx, LLC (together with JPMS, DBSICGMI, CGMI GS&Co., BofA Securities and DrexelAcademy, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27December 11, 2018 2023 (the “Underwriting Agreement”), between the Depositor and the Underwriters, and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class S E, Class F, Class G, Class H and Class R Certificates to JPMS, DBSI CGMI, GS&Co. and CGMIBofA Securities, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27December 11, 2018 2023 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24December 6, 2018 2023 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30December 11, 2018 2023 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24December 6, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2023 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30December 11, 2018 2023 (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 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 $6,716,184 of the VRR Interest in the form of the uncertificated RR Interest to the Seller or at the Seller’s direction. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateralcollateral (except with respect to the Mortgage Loans identified on Exhibit A as “CX – 350 & 000 Xxxxx Xxxxxx”, “Novo Nordisk HQ” and “Xxxx Xxx Portfolio”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A as “Aventura Mall000 Xxxxxxxxx Xxxxxx” is part of a Joint Mortgage Loan (the “Aventura Mall 000 Xxxxxxxxx Xxxxxx Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation Citi Real Estate Funding Inc. (“GACCCREFI”), and the Seller is only selling to the Purchaser the one related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 12,800,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx XxxxxxxxDeutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“DrexelGS&Co.”) and ), Academy Securities, Inc. (“Academy” and”) and Xxxxxx Xxxxxxxx, LLC (together with JPMS, CGMI, DBSI, CGMI GS&Co. and DrexelAcademy, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27February 1, 2018 2022 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-D, Class X-FG, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class S and Class R Certificates to JPMS, CGMI, DBSI and CGMIGS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27February 1, 2018 2022 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, Purchasers and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR A-2A1 Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Direct Sale Certificates”) to XX XX Sub IIJPMorgan Chase Bank, LLC National Association (the “Third Party PurchaserJPMCB”) as the third-party purchaser specified in that certain ), pursuant to a certificate purchase agreement, dated as of July 27February 1, 2018 2022 (the “Third Party Purchaser CIO Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party PurchaserJPMCB. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24January 21, 2018 2022 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30February 1, 2018 2022 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates and the Direct Sale Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24January 21, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2022 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30February 1, 2018 2022 (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 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 $19,503,750 Certificate Balance of the VRR Interest in the form of a portion of the Class RR Certificates to the Seller or at the Seller’s direction (which portion of the Class RR Certificates will be deemed to be transferred from the Purchaser to JPMCB and from JPMCB to DBRI). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 Off Date, (other than excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date). In addition, on the Closing Date, the Seller shall cause to be delivered to the Depositor the aggregate Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to two days of interest at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of such Mortgage Loan. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27February 13, 2018 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27February 13, 2018 2015 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $127,004,192.18, plus accrued interest on the Mortgage Loans from and including February 1, 2015 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27November 21, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27November 21, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $215,535,866.50, plus accrued interest on the Mortgage Loans from and including December 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27August 14, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27August 14, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $125,605,553.04, plus accrued interest on the Mortgage Loans from and including August 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and the Bank of America Plaza Companion Loans) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 Off Date, (other than excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and the Bank of America Plaza Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holders of the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and the Bank of America Plaza Companion Loans) prepared by or which come into the possession of the Seller shall (other than subject to the records rights of the holders of the Twin Cities Premium Outlets Companion Loan, the Xxxxxx Office Portfolio Companion Loan and documents described in the proviso to Section 3(bany Bank of America Plaza Companion Loans) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to In connection with the contrary hereintransfer of each of the Twin Cities Premium Outlets Mortgage Loan, the Xxxxxx Office Portfolio Mortgage Loan identified on Exhibit A as “Aventura Mall” (and the “Aventura Mall Bank of America Plaza Mortgage Loan”) is evidenced by two promissory notes that are being contributed by Loan pursuant to this Section 1, the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Twin Cities Premium Outlets Mortgage Loan, the Xxxxxx Office Portfolio Mortgage Loan or the Bank of America Plaza Mortgage Loan, as applicable) in, to and under the related Mortgage Note in favor of Co-Lender Agreement (it being understood and agreed that the Seller and does not assign any right, title or interest that it or any other party may have thereunder in its successors and assigns capacity as the Twin Cities Premium Outlets Companion Loan Holder, the Xxxxxx Office Portfolio Companion Loan Holder or any Bank of America Plaza Companion Loan Holder, in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereundereach case if applicable). The Depositor Purchaser will sell (i) certain of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27November 21, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27November 21, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $480,937,242.68, plus accrued interest on the Mortgage Loans from and including December 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 notwithstanding anything herein to the contrary (other than excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date)) and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans. Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27November 21, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27November 21, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $186,935,950.60, plus accrued interest on the Mortgage Loans from and including December 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27May 7, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27May 7, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $100,991,592, plus accrued interest on the Mortgage Loans from and including May 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura MallBellagio Hotel and Casino” (the “Aventura Mall Bellagio Hotel and Casino Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation JPMorgan Chase Bank, National Association (“GACCJPMCB”), and the Seller is only selling to the Purchaser the related Mortgage Note Notes in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 40,000,000 (and only such Mortgage Note Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B B, Class C and Class C D Certificates (the “Public Certificates” and, together with the Class R Certificates, the “Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27February 6, 2018 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27, 2018 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24February 3, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30February 6, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of July 1, 20182015, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B B, Class C, Class EC and Class C D Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 2717, 2018 2015 (the “Underwriting Agreement”), between among the Depositor Depositor, J.X. Xxxxxx Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”) and Dxxxxx Xxxxxxxx, LLC (“Drexel”, and collectively with JPMS and Barclays in such capacity, the “Underwriters, ”); and (ii) the Class X-C, Class X-D, Class DX-E, Class S X-F, Class X-NR, Class E, Class F, Class NR, Class Z and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS, DBSI JPMS and CGMIBarclays, 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 July 2717, 2018 2015 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August as of July 1, 20182016, between among the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. the underwriters specified in the underwriting agreement, dated as of July 8, 2016 (the “Underwriting Agreement”), among the Depositor, J.P. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., Inc. (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and”, and together with JPMS, DBSI, CGMI DBSI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor ) and the Underwriters, (ii) the Class X-DC, Class D, Class S E, Class F, Class NR and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, JPMS and DBSI and CGMI, 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 July 278, 2018 2016 (the “Private Certificate Purchase Agreement”), between among the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 241, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 3011, 2018 2016 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 241, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2016 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 3011, 2018 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, 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to set forth in the second 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 servicerMaster Servicer, dated August June 1, 2018, between the DepositorMaster Servicer, the Master Servicer 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 Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to the underwriters specified in the underwriting agreement, dated as of May 23, 2018 (the “Underwriting Agreement”), between the Depositor, X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) ), and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI DBSI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27, 2018 (the “Underwriting Agreement”), between the Depositor ) and the Underwriters, (ii) the Class X-D, Class X-EF, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S and Class R Certificates (the “Private Certificates”, and together with the Public Certificates, the “Certificates”) to JPMS, JPMS and DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27May 23, 2018 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24May 18, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30May 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28May 18, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30May 24, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura MallXxxxxxx Towers Buildings A, B & C” (the “Aventura Mall Xxxxxxx Towers Buildings A, B & C Mortgage Loan”) is evidenced by two four promissory notes that are being contributed by the Seller and German American Capital Corporation JPMorgan Chase Bank, National Association (“GACCJPMCB”), and the Seller is only selling to the Purchaser the two related Mortgage Note Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $65,000,000 60,000,000 (and only such Mortgage Note Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3A-4, Class A-4A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, CGMI, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27March 3, 2018 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters, (ii) the Class X-D, Class D, Class E, Class S and Class R Certificates to JPMS, DBSI CGMI and CGMIDBSI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27March 3, 2018 2020 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class E, Class S and Class R CertificateCertificates, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC 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 July 27March 3, 2018 2020 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24February 27, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30March 3, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24February 27, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2020 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30March 3, 2018 2020 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27June 5, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27June 5, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $141,541,302.74, plus accrued interest on the Mortgage Loans from and including June 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 Off Date, notwithstanding anything herein to the contrary (other than excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-off DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 2716, 2018 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 2716, 2018 2015 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $99,378,567.02, plus accrued interest on the Mortgage Loans from and including July 1, 2015 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27October 10, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27October 10, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $194,487,832, plus accrued interest on the Mortgage Loans from and including October 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27February 28, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27February 28, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $205,530,123.56, plus accrued interest on the Mortgage Loans from and including March 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27February 28, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27February 28, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $245,645,491.02, plus accrued interest on the Mortgage Loans from and including March 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 Off Date, (other than excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-off Off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holders of the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) prepared by or which come into the possession of the Seller shall (other than subject to the records and documents described rights of the holders of interests in the proviso to Section 3(b590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to In connection with the contrary hereintransfer of the 590 Madison Mortgage Loan, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura South Plains Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by , the Westin Boston Waterfront Mortgage Loan, the Glenbrook Square Mortgage Loan, the Element LA Mortgage Loan, the Xxxxxxx Hotel Portfolio Mortgage Loan, the DoubleTree Hotel Universal Mortgage Loan and the GSA Portfolio Mortgage Loan pursuant to this Section 1, the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the 590 Madison Mortgage Loan, the South Plains Mall Mortgage Loan, the Westin Boston Waterfront Mortgage Loan, the Element LA Mortgage Loan, the Glenbrook Square Mortgage Loan, the Xxxxxxx Hotel Portfolio Mortgage Loan, the GSA Portfolio Mortgage Loan and the DoubleTree Hotel Universal Mortgage Loan) in, to and under the related Mortgage Note in favor of Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as any 590 Madison Companion Loan Holder, South Plains Mall Companion Loan Holder, Westin Boston Waterfront Companion Loan Holder, Element LA Companion Loan Holder, Glenbrook Square Companion Loan Holder, Xxxxxxx Hotel Portfolio Companion Loan Holder, GSA Portfolio Companion Loan Holder and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunderDoubleTree Hotel Universal Companion Loan Holder). The Depositor Purchaser will sell (i) certain of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27November 16, 2018 2015 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27November 16, 2018 2015 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $697,524,361.40, plus accrued interest on the Mortgage Loans from and including December 1, 2015 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, rights it has as the initial lender under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura MallILPT Hawaii Portfolio” (the “Aventura Mall ILPT Hawaii Portfolio Mortgage Loan”) is evidenced by two three promissory notes that are being contributed by the Seller and German American Capital Corporation JPMorgan Chase Bank, National Association (“GACCJPMCB”), and the Seller is only selling to the Purchaser the related Mortgage Note Notes in favor of the Seller and its successors and assigns in the original principal amount amounts of $65,000,000 22,000,000 and $30,000,000 (and only such Mortgage Note Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI CGMI, and Drexel, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27May 22, 2018 2019 (the “Underwriting Agreement”), between the Depositor and the Underwriters, Underwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class S and Class R Certificates (the “Private Certificates” and, together with the Public Certificates, the “Certificates”) to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27May 22, 2018 2019 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24May 16, 2018 2019 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30May 23, 2018 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 July 24May 16, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2019 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30May 23, 2018 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 Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 August 1, 2018as of the Closing Date, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateralcollateral (except with respect to the Mortgage Loan identified on Exhibit A as “000 Xxxx Xxxxxx”)) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage Loan, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall000 Xxxx Xxxxxx” (the “Aventura Mall 000 Xxxx Xxxxxx Mortgage Loan”) is evidenced by two four promissory notes that are being contributed by the Seller and German American Capital Corporation Citi Real Estate Funding Inc. (“GACCCREFI”), and the Seller is only selling to the Purchaser the two related Mortgage Note Notes in favor of the Seller and its successors and assigns in the aggregate original principal amount of $65,000,000 35,000,000 (and only such Mortgage Note Notes will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Xxxxxxx Xxxxx & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, CGMI, DBSI, CGMI GS&Co. and DrexelAcademy, in such capacity, the “Underwriters”), as the underwriters specified in the underwriting agreement, dated as of July 27October 19, 2018 2020 (the “Underwriting Agreement”), between the Depositor and the Underwriters, Underwriters and (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class NR, Class S and Class R Certificates to JPMS, CGMI, DBSI and CGMIGS&Co., as the initial purchasers (in such capacity, the “Initial Purchasers”) specified in the certificate purchase agreement, dated as of July 27October 19, 2018 2020 (the “Private Certificate Purchase Agreement”), between the Depositor and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24October 12, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30October 20, 2018 2020 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24October 12, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 2020 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30October 20, 2018 2020 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price of the Mortgage Loans (inclusive of accrued interest) shall 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 $28,689,822 Certificate Balance of the Class RR Certificates to the Seller or at the Seller’s direction. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourserecourse (except as otherwise specifically set forth herein), (subject to the rights of the holder of interests in any Newcastle Senior Housing Portfolio Companion Loan and the Xxxxx Portfolio Companion Loan) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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, notwithstanding anything herein to the contrary, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Off Date). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any Newcastle Senior Housing Portfolio Companion Loan and the Xxxxx Portfolio Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any Newcastle Senior Housing Portfolio Companion Loan and the Xxxxx Portfolio Companion Loan) prepared by or which come into the possession of the Seller shall (other than subject to the records rights of the holder of any Newcastle Senior Housing Portfolio Companion Loan and documents described in the proviso to Section 3(bXxxxx Portfolio Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer of the Newcastle Senior Housing Portfolio Mortgage Loan and the Xxxxx Portfolio Mortgage Loan pursuant to the contrary hereinthis Section 1, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the Newcastle Senior Housing Portfolio Mortgage Loan and the Xxxxx Portfolio Mortgage Loan) in, to and under the related Mortgage Note in favor of Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it may have thereunder in its capacity as the Newcastle Senior Housing Portfolio Companion Loan Holder and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunderXxxxx Portfolio Companion Loan Holder, if applicable). The Depositor Purchaser will sell (i) certain of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27June 5, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27June 5, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. The purchase price As consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $266,188,912.20, plus accrued interest on the Mortgage Loans from and including June 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second 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 any related 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 August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 DateOff Date and excluding any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan (other than those to be held by the holder of any related Companion 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(bany related Companion Loan) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything In connection with the transfer pursuant to the contrary hereinthis Section 1 of any Mortgage Loan that is part of a Loan Combination, the Mortgage Loan identified on Exhibit A Seller does hereby assign all of its rights, title and interest (solely in its capacity as “Aventura Mall” (the “Aventura Mall holder of the subject Mortgage Loan”) is evidenced by two promissory notes in, to and under the related Co-Lender Agreement (it being understood and agreed that are being contributed by the Seller and German American Capital Corporation (“GACC”)does not assign any right, and title or interest that it may have thereunder in its capacity as the Seller is only selling to the Purchaser the holder of any related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Companion Loan” or “Mortgage Note” hereunder, 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-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 2717, 2018 2014 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 2717, 2018 2014 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $50,349,739, plus accrued interest on the Mortgage Loans from and including August 1, 2014 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price referred to in the second succeeding paragraph, the The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, recourse (except as otherwise specifically set forth herein) all of its right, title, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of master servicer, dated August 1, 2018, between the Depositor, the Master Servicer and the Seller, and provided that the Seller hereby retains all rights, if any, it has under each Mortgage Loan to establish or designate the successor borrower upon a defeasance of such Mortgage Loan and/or to purchase or cause to be purchased the related defeasance collateral) in and to the Mortgage Loans 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 (i) each related Mortgage Note and (ii) except with respect to each Non-Serviced Mortgage LoanNote, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee Trustee, and the ownership of records and documents with respect to the related each Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(b) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is evidenced by two promissory notes that are being contributed by the Seller and German American Capital Corporation (“GACC”), and the Seller is only selling to the The Purchaser the related Mortgage Note in favor will sell certain of the Seller and its successors and assigns in the original principal amount of $65,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The Depositor will sell (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) to X.X. Xxxxxx Securities LLC the underwriters (“JPMS”), Deutsche Bank Securities Inc., (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, together with JPMS, DBSI, CGMI and Drexel, in such capacity, the “Underwriters”), as the underwriters ) specified in the underwriting agreementUnderwriting Agreement, dated as of July 27September 18, 2018 2013 (the “Underwriting Agreement”), between the Depositor Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (iithe “Private Certificates”) the Class X-D, Class D, Class S and Class R Certificates to JPMS, DBSI and CGMI, as the initial purchasers (in such capacity, the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the certificate purchase agreementPurchase Agreement, dated as of July 27September 18, 2018 2013 (the “Private Certificate Purchase Agreement”), between the Depositor Purchaser and the Initial Purchasers, and (iii) the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (together with the Class X-D, Class D, Class S and Class R Certificate, the “Private Certificates” and, the Private Certificates together with the Public Certificates, the “Certificates”) to XX XX Sub II, LLC (the “Third Party Purchaser”) as the third-party purchaser specified in that certain certificate purchase agreement, dated as of July 27, 2018 (the “Third Party Purchaser Certificate Purchase Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”), between the Depositor and the Third Party Purchaser. The Public Certificates are more particularly described in (a) the preliminary prospectus, dated July 24, 2018 (including, without limitation, all exhibits and annexes thereto, the “Preliminary Prospectus”), and (b) a final prospectus, dated July 30, 2018 (including, without limitation, all exhibits and annexes thereto, the “Prospectus”) and the Private Certificates are more particularly described in (a) a preliminary confidential private placement memorandum, dated July 24, 2018, as amended and supplement by that certain pre-pricing update to preliminary private placement memorandum, dated July 28, 2018 (collectively, the “Preliminary Private Placement Memorandum”), and (b) a confidential private placement memorandum, dated July 30, 2018 (the “Final Private Placement Memorandum”, and together with the Preliminary Memorandum, the “Memoranda”). With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 1 serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement and the related Intercreditor Agreement. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. 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 $390,217,507, plus accrued interest on the Mortgage Loans from and including September 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. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit F hereto to the Special Servicer, that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller shall effect, or cause a third party to effect, at the Seller’s expense, the assignment and, if applicable, recordation of its Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.