Common use of Creation and Declaration of Trust; Conveyance of the Mortgage Loan Clause in Contracts

Creation and Declaration of Trust; Conveyance of the Mortgage Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Certificateholders without recourse (except to the extent otherwise provided herein and in the Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under the Mortgage Loan Purchase Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Closing Date Deposit Amount, (iv) all right, title and interest of the Depositor in and to the Mortgage Loan as of the Closing Date and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such transfer and assignment includes all payments of interest on the Mortgage Loan due and payable after the Cut-off Date and all principal payments received after the Cut-off Date. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Mortgage Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Loan Parties or any other party under the Loan Documents relating to the Mortgage Loan. Such sale, transfer and assignment further include all Loan Documents relating to the Mortgage Loan (other than the Securitization Cooperation Provisions). Notwithstanding anything to the contrary herein, the rights of the Lender under Article 9 of the Loan Agreement shall be retained by the Mortgage Loan Sellers and shall not be part of the Trust Fund. (b) In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (i) the original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together with a copy of such Trust Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of Computershare Trust Company, National Association, as Trustee for the benefit of Holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L and the Companion Loan Holders without recourse or warranty except as set forth in the Trust and Servicing Agreement, dated as of December 29, 2021, among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Servicer, Sits Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and Trustee”, which Trust Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee and (ii) on or before the date occurring 5 days after the Closing Date (the “Delivery Date”), the following documents or instruments with respect to the Whole Loan (collectively with the original Trust Notes required under clause (i) above, the “Mortgage File”), in each case executed by the parties thereto: (A) the original Loan Agreement, including all amendments thereto as well as the original of each letter of credit, if any, constituting additional collateral for the Whole Loan, which letter of credit shall either (i) name as beneficiary “Xxxxx Fargo Bank, National Association, as Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of registered holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, and on behalf of the Companion Loan Holders” or (ii) be accompanied by all documentation necessary in order to transfer all rights of the named beneficiary in such letter of credit to the Servicer on behalf of the Trustee and to receive, after presentment by the Servicer (in accordance with Section 3.1) to the bank issuing such letter of credit, a reissued letter of credit in the name of the Servicer on behalf of the Trustee; (B) an original recorded counterpart of the Mortgage or certified copies of the recorded Mortgage; (C) the original Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the applicable jurisdiction in which the Mortgaged Property is located to “Computershare Trust Company, National Association, as Trustee for the benefit of Holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, and on behalf of the Companion Loan Holders, as their interests may appear” without recourse; (D) an original of the Assignment of Management Agreement; (E) an original of the Cash Management Agreement; (F) an original of the Environmental Indemnity; (G) an original of the Guaranty; (H) the Lockbox Agreements; (I) where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with a UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral constituting security for repayment of the Whole Loan; (J) the lender’s title insurance policies (which may be in the form of an electronically issued policy) obtained in connection with the origination of the Whole Loan (or marked, signed commitments to insure or pro forma title insurance policies), together with any endorsements thereto; (K) any other material written agreements related to the Whole Loan or any other documents delivered by the Lender or the Loan Parties in connection with the closing of the Whole Loan or with respect to the Whole Loan or any amendment thereof and any legal opinions delivered in connection with the origination of the Whole Loan; (L) all other instruments, if any, constituting additional security for the repayment of the Whole Loan; and (M) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. The Depositor shall provide the Servicer promptly following the Closing Date, at its own expense, with copies of all such documents in its possession constituting part of the Mortgage File. In addition, the Depositor shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto (which may consist of such policies or certificates). Each Assignment of Mortgage and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed or recorded, as applicable, by a designee of the Depositor, with instructions to return all such recorded documents, or other evidences of filing issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. In the event that any such document is determined to be defective or not to be in compliance with the requirements of the applicable filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded, the obligations of the Depositor hereunder and the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. The ownership of the Trust Notes, all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in the Trust or the Trustee for the benefit of the Certificateholders and (other than the Trust Notes) the Companion Loan Holders. The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of the Mortgage Loan and to promptly indicate to all inquiring parties that the Mortgage Loan has been sold and to claim no ownership interest in the Mortgage Loan. All original documents relating to the Mortgage Loan that are not delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage File, such document shall be delivered promptly to the Custodian.

Creation and Declaration of Trust; Conveyance of the Mortgage Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee (on behalf of the Lower-Tier REMIC) for the benefit of Certificateholders the Upper-Tier REMIC and the Certificateholders, without recourse (except to the extent otherwise provided herein and in the Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under the Mortgage Loan Purchase Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Closing Date Deposit Amount, (iv) all right, title and interest of the Depositor in and to the Mortgage Loan as of the Closing Date and (viv) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such transfer and assignment includes all payments of interest on the Mortgage Loan due and payable after the Cut-off Date and all principal payments received after the Cut-off Date. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Mortgage Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Loan Parties Borrower or any other party under the Loan Documents relating to the Mortgage Loan. Such sale, transfer and assignment further include all Loan Documents relating to the Mortgage Loan (other than the Securitization Cooperation Provisions). Notwithstanding anything to the contrary herein, the rights of the Lender under Article 9 of the Loan Agreement shall be retained by the Mortgage Loan Sellers and shall not be part of the Trust FundLoan. (b) In connection with such sale, transfer and assignment, the Depositor does hereby shall deliver to, and deposit with the Custodian on or prior to the Closing Date, the following documents or instruments with respect to the Mortgage Loan (icollectively, the “Mortgage File”; capitalized terms used in this Section 2.1(b) not defined in this Agreement shall have the meanings ascribed to them in the Loan Agreement), in each case executed by the parties thereto: (A) the original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together with a copy of such Trust Note), fully executed and endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of Computershare Trust CompanyWilmington Trust, National Association, solely in its capacity as Trustee in trust for the benefit of Holders of BXP Trust 2021BBCMS 2016-601LETC Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20212016-601L and the Companion Loan Holders ETC, without recourse or warranty except as set forth in the Trust and Servicing Agreement, dated as of December 29August 1, 20212016, among Xxxxx Fargo Barclays Commercial Mortgage Securities, Inc.Securities LLC, as Depositor, Xxxxx Fargo Bank, National Association, as Servicer, Sits HoldingsAEGON USA Realty Advisors, LLC, as Special Servicer, Computershare Trust CompanyXxxxx Fargo Bank, National Association, as Certificate Administrator and Custodian and Wilmington Trust, National Association, as Trustee”, which Trust Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee and (ii) on or before the date occurring 5 days after the Closing Date (the “Delivery Date”), the following documents or instruments with respect to the Whole Loan (collectively with the original Trust Notes required under clause (i) above, the “Mortgage File”), in each case executed by the parties thereto:Trustee; (AB) the original Loan Agreement, including all amendments thereto as well as the original of each letter of credit, if any, constituting additional collateral for the Whole Loan, which letter of credit shall either (i) name as beneficiary “Xxxxx Fargo Bank, National Association, as Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of registered holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, and on behalf of the Companion Loan Holders” or (ii) be accompanied by all documentation necessary in order to transfer all rights of the named beneficiary in such letter of credit to the Servicer on behalf of the Trustee and to receive, after presentment by the Servicer (in accordance with Section 3.1) to the bank issuing such letter of credit, a reissued letter of credit in the name of the Servicer on behalf of the Trustee; (B) an original recorded counterpart of the Mortgage or certified copies of the recorded Mortgagethereto; (C) the original recorded Mortgage or a certified copy of the recorded Mortgage, including all amendments thereto; (D) [reserved]; (E) the original recorded Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the applicable jurisdiction in which the Mortgaged Property is located to “Computershare Trust CompanyWilmington Trust, National Association, solely in its capacity as Trustee for the benefit of Holders of BXP Trust 2021BBCMS 2016-601LETC Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20212016-601L, ETC and on behalf of the Senior Pari Passu Companion Loan Holders”, as their interests may appear” without recourse; (DF) an the original of the recorded Assignment of Management Agreement; (E) an original of the Cash Management Agreement; (F) an original of the Environmental IndemnityLeases; (G) an the original assignment of the Guarantyrecorded Assignment of Leases, in favor of the Trustee, in trust for the benefit of the Certificateholders and the Senior Pari Passu Companion Loan Holders, without recourse; (H) the Lockbox Agreementsan original of any non-recourse carve-out guaranties, if any; (I) an original of any environmental indemnities; (J) an original of any Origination Date reserve guaranties; (K) the assignment of agreements, permits and contracts; (L) where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with a fully executed UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral constituting security for repayment of the Whole Mortgage Loan; (JM) the lender’s title insurance policies (which may be in the form of an electronically issued policy) policy obtained in connection with the origination of the Whole Mortgage Loan (or an executed irrevocable agreement by the title insurance company to issue a title insurance policy pursuant to and in conformity with (1) a marked, signed commitments commitment to insure or and (2) a pro forma title insurance policies)policy) which may be an electronically issued policy, together with any endorsements thereto; (KN) the original Co-Lender Agreement; (O) any other material written agreements related to the Whole Mortgage Loan or any other documents and/or certifications executed and/or delivered by the Lender or Lender, the Borrower, the Loan Parties Sponsor or any other Person in connection with the closing of the Whole Mortgage Loan or with respect to the Whole Mortgage Loan or any amendment thereof and any legal opinions delivered in connection with the origination closing of the Whole Mortgage Loan; (LP) all other instruments, if any, constituting additional security for the repayment of the Whole Mortgage Loan; and (MQ) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. The ; provided that if the Depositor cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (C), (E), (F) or (G) above with evidence of filing or recording thereon (if intended to be recorded or filed), because of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation, or because the timing of the Closing Date is such that it would not be feasible to obtain such documents from such public filing or recording office in sufficient time to meet the delivery requirements of this Section 2.1(b), the delivery requirements of this Section 2.1(b) shall provide be deemed to have been satisfied on a provisional basis as of the Servicer promptly following Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the Depositor to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before the Closing Date, at its own expenseand either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clauses (C), (E), (F) and (G) above, to be a true and complete copy of the original thereof submitted for recording), with copies evidence of all such documents in its possession constituting part filing or recording thereon, is delivered to the Custodian within 180 days of the Closing Date (or within such longer period, not to exceed 12 months, after the Closing Date as the Custodian may consent to, which consent shall not be unreasonably withheld so long as the Depositor is, as certified in writing to the Custodian no less often than every 90 days, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office, as applicable, such original or photocopy); provided, further, that in those instances where the public recording office retains an original Mortgage, an original Assignment of Mortgage, an original Assignment of Leases, or any other Collateral Security Document, if applicable, after any has been recorded, the obligations hereunder of the Depositor and the obligations of the Loan Sellers under the Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy of the Mortgage, Assignment of Mortgage Fileor assignment of a Collateral Security Document, if applicable, certified by the public recording office or the title insurance company to be a true and complete copy of the recorded original thereof. In addition, the Depositor shall deliver or cause to be delivered to the Servicer for its review, review all required insurance policies or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto then due and payable (which may consist of such policies or certificates). Each Assignment of Mortgage and UCC-3 financing statements The Depositor shall provide, or cause to be filed provided, the Servicer on or prior to the Closing Date, at its own expense, with copies of all such documents in the appropriate filing offices or record depositories shall be filed or recorded, as applicable, by a designee its possession constituting part of the Depositor, with instructions to return all such recorded documents, or other evidences of filing issued by the applicable governmental offices, to the Custodian, with a copy to the ServicerMortgage File. In the event that any Letter of Credit is delivered by the Borrower under the Loan Documents after the Closing Date, the Servicer shall hold the original of such document is determined to be defective or not to be in compliance with the requirements Letter of Credit on behalf of the applicable filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded, the obligations of the Depositor hereunder Trust and the obligations of the Mortgage Senior Pari Passu Companion Loan Sellers under the Mortgage Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of Holders and deliver a copy of such Mortgage, Letter of Credit to the Trustee. The Depositor shall cause the Loan Sellers to record or Assignment of Mortgage, if applicable, certified by cause a third party to record in the appropriate public recording office the documents and/or instruments referred to be a true in clauses (C), (E), (F) and complete copy of the recorded original thereof(G) above. The ownership of the Trust Notes, the Mortgage, the Collateral Security Documents and all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in the Trust or the Trustee in trust for the benefit of the Certificateholders and and, with respect to any contents of the Mortgage File (other than the Trust Notes) ), the Senior Pari Passu Companion Loan Holders. The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of the Mortgage Loan and to promptly indicate to all inquiring parties that the Mortgage Loan has been sold and to claim no ownership interest in the Mortgage Loan. All original documents relating to the Mortgage Loan that are not delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the CertificateholdersCertificateholders and the Senior Pari Passu Companion Loan Holders. In the event that any such original document is required pursuant to the terms of this Section 2.1(b) to be a part of a the Mortgage File, such document shall be delivered promptly to the Custodian. The conveyance of the Trust Loan and the related rights and property accomplished hereby is absolute and is intended by the parties hereto to constitute an absolute sale and transfer of the Trust Loan and such other related rights and property by the Depositor to the Trustee in trust for the benefit of the Certificateholders, in exchange for the Certificates being sold by the Depositor. Furthermore, it is not intended that such conveyance be a pledge of security for the Trust Loan. If such conveyance is determined to be a pledge of security for the Trust Loan, however, the Depositor and the Trustee intend that the rights and obligations of the parties to the Trust Loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in all of the Depositor’s right, title and interest in and to the assets constituting the Trust Fund, including the Trust Loan subject hereto from time to time, all amounts received on or with respect to the Trust Loan after the Closing Date, all amounts held from time to time in the Collection Account, the Distribution Account, and, if established, the Foreclosed Property Account, and all of the Depositor’s right, title and interest under the Loan Purchase Agreement, (iii) the possession by the Custodian of the Notes with respect to the Trust Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.

Creation and Declaration of Trust; Conveyance of the Mortgage Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee (on behalf of the Lower-Tier REMIC) for the benefit of Certificateholders the Upper-Tier REMIC and the Certificateholders, without recourse (except to the extent otherwise provided herein and in the Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under the Mortgage Loan Purchase Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Closing Date Deposit Amount, (iv) all right, title and interest of the Depositor in and to the Mortgage Loan as of the Closing Date and (viv) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such transfer and assignment includes all payments of interest on the Mortgage Loan due and payable after the Cut-off Date and all principal payments received after the Cut-off Date. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Mortgage Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Loan Parties Borrower or any other party under the Loan Documents relating to the Mortgage Loan. Such sale, transfer and assignment further include all Loan Documents relating to the Mortgage Loan (other than the Securitization Cooperation Provisions). Notwithstanding anything to the contrary herein, the rights of the Lender under Article 9 of the Loan Agreement shall be retained by the Mortgage Loan Sellers and shall not be part of the Trust FundLoan. (b) In connection with such sale, transfer and assignment, the Depositor does hereby shall deliver to, and deposit with the Custodian on or prior to the Closing Date, the following documents or instruments with respect to the Mortgage Loan (icollectively, the “Mortgage File”; capitalized terms used in this Section 2.1(b) not defined in this Agreement shall have the meanings ascribed to them in the Loan Agreement), in each case executed by the parties thereto: (A) the original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together with a copy of such Trust Note), fully executed and endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of Computershare Trust Company, U.S. Bank National Association, solely in its capacity as Trustee in trust for the benefit of Holders of BXP Trust 2021BBSG 2016-601LMRP Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20212016-601L and the Companion Loan Holders MRP, without recourse or warranty except as set forth in the Trust and Servicing Agreement, dated as of December 29June 1, 20212016, among Xxxxx Fargo Barclays Commercial Mortgage Securities, Inc.Securities LLC, as Depositor, Xxxxx Fargo Bank, National Association, as Servicer, Sits HoldingsTorchlight Loan Services, LLC, as Special Servicer, Computershare Trust Company, Servicer and U.S. Bank National Association, as Trustee, Certificate Administrator and TrusteeCustodian”, which Trust Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee and (ii) on or before the date occurring 5 days after the Closing Date (the “Delivery Date”), the following documents or instruments with respect to the Whole Loan (collectively with the original Trust Notes required under clause (i) above, the “Mortgage File”), in each case executed by the parties thereto:Trustee; (AB) the original Loan Agreement, including all amendments thereto as well as the original of each letter of credit, if any, constituting additional collateral for the Whole Loan, which letter of credit shall either (i) name as beneficiary “Xxxxx Fargo Bank, National Association, as Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of registered holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, and on behalf of the Companion Loan Holders” or (ii) be accompanied by all documentation necessary in order to transfer all rights of the named beneficiary in such letter of credit to the Servicer on behalf of the Trustee and to receive, after presentment by the Servicer (in accordance with Section 3.1) to the bank issuing such letter of credit, a reissued letter of credit in the name of the Servicer on behalf of the Trustee; (B) an original recorded counterpart of the Mortgage or certified copies of the recorded Mortgagethereto; (C) the original recorded Deed of Trust or certified copy of the recorded Deed of Trust, including all amendments thereto; (D) the original recorded Ground Lease or certified copy of the recorded Ground Lease, including all amendments thereto and any related estoppel or similar agreements and notice to the lessor of the transfer of the Trust Loan to the Trust; (E) the original recorded Assignment of MortgageDeed of Trust, in favor of the Trustee, and in a form that is complete and suitable for recording in the applicable jurisdiction in which the Mortgaged Property is located to “Computershare Trust Company, U.S. Bank National Association, solely in its capacity as Trustee for the benefit of Holders of BXP Trust 2021BBSG 2016-601LMRP Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20212016-601L, MRP and on behalf of the Senior Pari Passu Companion Loan Holders”, as their interests may appear” without recourse; (DF) an the original of the recorded Assignment of Management Agreement; (E) an original of the Cash Management Agreement; (F) an original of the Environmental IndemnityLeases; (G) an the original assignment of the Guarantyrecorded Assignment of Leases, in favor of the Trustee, in trust for the benefit of the Certificateholders and the Senior Pari Passu Companion Loan Holders, without recourse; (H) the Lockbox Agreementsan original of any non-recourse carve-out guaranties, if any; (I) an original of any environmental indemnities; (J) an original of any Origination Date reserve guaranties; (K) an original of any assignment of agreements, permits and contracts; (L) where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with a fully executed UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral constituting security for repayment of the Whole Mortgage Loan; (JM) the lender’s title insurance policies (which may be in the form of an electronically issued policy) policy obtained in connection with the origination of the Whole Mortgage Loan (or an executed irrevocable agreement by the title insurance company to issue a title insurance policy pursuant to and in conformity with (1) a marked, signed commitments commitment to insure or and (2) a pro forma title insurance policiespolicy), together with any endorsements thereto; (KN) the original Co-Lender Agreement; (O) any other material written agreements related to the Whole Mortgage Loan or any other documents and/or certifications executed and/or delivered by the Lender Lender, the Borrower, the Sponsor or the Loan Parties any other Person in connection with the closing of the Whole Mortgage Loan or with respect to the Whole Mortgage Loan or any amendment thereof and any legal opinions delivered in connection with the origination closing of the Whole Mortgage Loan; (LP) all other instruments, if any, constituting additional security for the repayment of the Whole Mortgage Loan; and (MQ) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. The ; provided that if the Depositor cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (C), (D), (E), (F), (G) and (M) above with evidence of filing or recording thereon (if intended to be recorded or filed), because of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation, or because the timing of the Closing Date is such that it would not be feasible to obtain such documents from such public filing or recording office in sufficient time to meet the delivery requirements of this Section 2.1(b), the delivery requirements of this Section 2.1(b) shall provide be deemed to have been satisfied on a provisional basis as of the Servicer promptly following Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the Depositor to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before the Closing Date, at its own expenseand either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clauses (C), (D), (E), (F), (G) and (M) above, to be a true and complete copy of the original thereof submitted for recording), with copies evidence of all such documents in its possession constituting part filing or recording thereon, is delivered to the Custodian within 180 days of the Mortgage FileClosing Date (or within such longer period, not to exceed 12 months, after the Closing Date as the Custodian may consent to, which consent shall not be unreasonably withheld so long as the Depositor is, as certified in writing to the Custodian no less often than every 90 days, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office, as applicable, such original or photocopy); provided, further, that in those instances where the public recording office retains an original Mortgage, an original Assignment of Mortgage, an original Assignment of Leases, or any other Collateral Security Document, if applicable, after any has been recorded, the obligations hereunder of the Depositor and the obligations of the Loan Sellers under the Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy of the Deed of Trust, Assignment of Deed of Trust or assignment of a Collateral Security Document, if applicable, certified by the public recording office or the title insurance company to be a true and complete copy of the recorded original thereof. In addition, the Depositor shall deliver or cause to be delivered to the Servicer for its review, review all required insurance policies or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto then due and payable (which may consist of such policies or certificates). Each Assignment of Mortgage and UCC-3 financing statements The Depositor shall provide, or cause to be filed provided, the Servicer on or prior to the Closing Date, at its own expense, with copies of all such documents in the appropriate filing offices or record depositories shall be filed or recorded, as applicable, by a designee its possession constituting part of the Depositor, with instructions to return all such recorded documents, or other evidences of filing issued by the applicable governmental offices, to the Custodian, with a copy to the ServicerMortgage File. In the event that any Letter of Credit is delivered by the Borrower under the Loan Documents after the Closing Date, the Servicer shall hold the original of such document is determined to be defective or not to be in compliance with the requirements Letter of Credit on behalf of the applicable filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded, the obligations of the Depositor hereunder Trust and the obligations of the Mortgage Senior Pari Passu Companion Loan Sellers under the Mortgage Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of Holders and deliver a copy of such Mortgage, Letter of Credit to the Trustee. The Depositor shall cause the Loan Sellers to record or Assignment of Mortgage, if applicable, certified by cause a third party to record in the appropriate public recording office the documents and/or instruments referred to be a true in clauses (C), (D), (E), (F), (G) and complete copy of the recorded original thereof(M) above. The ownership of the Trust Notes, the Mortgage, the Collateral Security Documents and all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in the Trust or the Trustee in trust for the benefit of the Certificateholders and and, with respect to any contents of the Mortgage File (other than the Trust Notes) ), the Senior Pari Passu Companion Loan Holders. The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of the Mortgage Loan and to promptly indicate to all inquiring parties that the Mortgage Loan has been sold and to claim no ownership interest in the Mortgage Loan. All original documents relating to the Mortgage Loan that are not delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the CertificateholdersCertificateholders and the Senior Pari Passu Companion Loan Holders. In the event that any such original document is required pursuant to the terms of this Section 2.1(b) to be a part of a the Mortgage File, such document shall be delivered promptly to the Custodian. The conveyance of the Trust Loan and the related rights and property accomplished hereby is absolute and is intended by the parties hereto to constitute an absolute sale and transfer of the Trust Loan and such other related rights and property by the Depositor to the Trustee in trust for the benefit of the Certificateholders, in exchange for the Certificates being sold by the Depositor. Furthermore, it is not intended that such conveyance be a pledge of security for the Trust Loan. If such conveyance is determined to be a pledge of security for the Trust Loan, however, the Depositor and the Trustee intend that the rights and obligations of the parties to the Trust Loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in all of the Depositor’s right, title and interest in and to the assets constituting the Trust Fund, including the Trust Loan subject hereto from time to time, all amounts received on or with respect to the Trust Loan after the Closing Date, all amounts held from time to time in the Collection Account, the Distribution Account, and, if established, the Foreclosed Property Account, and all of the Depositor’s right, title and interest under the Loan Purchase Agreement, (iii) the possession by the Custodian of the Notes with respect to the Trust Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.

Creation and Declaration of Trust; Conveyance of the Mortgage Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Certificateholders Certificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under the Mortgage Loan Purchase Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Closing Date Deposit Amount, (iv) all right, title and interest of the Depositor in and to the Mortgage Loan as of the Closing Date Date, and (viv) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such transfer and assignment includes all payments of interest on the Mortgage Loan due and payable on and after the Cut-off Closing Date and all principal payments received on or after the Cut-off Closing Date. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Mortgage Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Loan Parties or any other party under the Mortgage Loan Documents relating to the Mortgage Loan. Such sale, transfer and assignment further include all Mortgage Loan Documents relating to the Mortgage Loan (other than the Securitization Cooperation Provisions). Notwithstanding anything to the contrary herein, the rights of the Lender under Article 9 of the Loan Agreement shall be retained by the Mortgage Loan Sellers and shall not be part of the Trust FundLoan. (b) In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (i) the original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together with a copy of such Trust Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of Computershare Trust CompanyXxxxx Fargo Bank, National Association, as Trustee trustee for the benefit of Holders of BXP Houston Galleria Mall Trust 20212015-601LHGLR, Commercial Mortgage Pass-Through Certificates, Series 20212015-601L and the Companion Loan Holders HGLR without recourse or warranty except as set forth in the Trust and Servicing Agreement, dated as of December 29March 30, 20212015, among Xxxxx Fargo X.X. Xxxxxx Chase Commercial Mortgage Securities, Inc.Securities Corp., as Depositor, KeyBank National Association, as Servicer, Pacific Life Insurance Company, as Special Servicer, and Xxxxx Fargo Bank, National Association, as ServicerCertificate Administrator, Sits Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator Custodian and Trustee”, which Trust Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee and (ii) on or before the date occurring 5 days after the Closing Date (the “Delivery Date”), the following documents or instruments with respect to the Whole Mortgage Loan (collectively with the original Trust Notes required under clause (i) above, the “Mortgage File”), in each case executed by the parties thereto: (A) the original Mortgage Loan Agreement, including all amendments thereto as well as the original of each letter of credit, if any, constituting additional collateral for the Whole Loan, which letter of credit shall either (i) name as beneficiary “Xxxxx Fargo Bank, National Association, as Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of registered holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L, and on behalf of the Companion Loan Holders” or (ii) be accompanied by all documentation necessary in order to transfer all rights of the named beneficiary in such letter of credit to the Servicer on behalf of the Trustee and to receive, after presentment by the Servicer (in accordance with Section 3.1) to the bank issuing such letter of credit, a reissued letter of credit in the name of the Servicer on behalf of the Trusteethereto; (B) an original recorded counterpart of the Mortgage or certified copies of the recorded Mortgage; (C) the original Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the applicable jurisdiction in which the Mortgaged Property is located to “Computershare Trust CompanyXxxxx Fargo Bank, National Association, as Trustee for the benefit of Holders of BXP Houston Galleria Mall Trust 20212015-601LHGLR, Commercial Mortgage Pass-Through Certificates, Series 20212015-601LHGLR”, and on behalf of the Companion Loan Holders, as their interests may appear” without recourse; (D) an original of the Assignment of Management Agreement; (E) an original of the Cash Management Agreement; (F) an original of the Environmental Indemnity; (G) an original of the Guaranty; (H) the Lockbox Agreements; (I) where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with a UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral constituting security for repayment of the Whole Loan; (JG) the lender’s title insurance policies (which may be in the form of an electronically issued policy) obtained in connection with the origination of the Whole Loan (or marked, signed commitments to insure or pro forma title insurance policies), together with any endorsements thereto; (KH) any other material written agreements related to the Whole Loan or any other documents delivered by the Lender or lender, the Loan Parties or the Guarantors in connection with the closing of the Whole Loan or with respect to the Whole Loan or any amendment thereof and any legal opinions delivered in connection with the origination of the Whole Loan; (LI) all other instruments, if any, constituting additional security for the repayment of the Whole Loan; (J) an original of the Lockbox Agreement; (K) an original of the Guaranty; and (ML) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. The Depositor shall provide the Servicer promptly following the Closing Date, at its own expense, with copies of all such documents in its possession constituting part of the Mortgage File. In addition, the Depositor shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto (which may consist of such policies or certificates). Each Assignment of Mortgage and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed or recorded, as applicable, by a designee of the Depositor, with instructions to return all such recorded documents, or other evidences of filing issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. In the event that any such document is determined to be defective or not to be in compliance with the requirements of the applicable filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded, the obligations of the Depositor hereunder and the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. The ownership of the Trust Notes, all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in the Trust or the Trustee for the benefit of the Certificateholders and (other than the Trust Notes) the Companion Loan Holders. The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of the Mortgage Loan and to promptly indicate to all inquiring parties that the Mortgage Loan has been sold and to claim no ownership interest in the Mortgage Loan. All original documents relating to the Mortgage Loan that are not delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage File, such document shall be delivered promptly to the Custodian.