EXECUTION VERSION


 


 


BSPRT 2021-FL6 ISSUER, LTD.,

as Issuer


 


BSPRT 2021-FL6 CO-ISSUER, LLC,

as Co-Issuer


 


BENEFIT STREET PARTNERS REALTY OPERATING
PARTNERSHIP, L.P.,

as Advancing Agent


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee


 


U.S. BANK NATIONAL ASSOCIATION,

as Note Administrator


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

as Custodian


 


 






 


INDENTURE


 


 






 


Dated as of March 25, 2021


 









 




    


     


    

TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE 1
	 	 	 
	DEFINITIONS
	 
	Section 1.1	Definitions	3
	Section 1.2	Interest Calculation Convention	56
	Section 1.3	Rounding Convention	56
	 	 	 
	ARTICLE 2
	 	 	 
	THE NOTES
	 	 	 
	Section 2.1	Forms Generally	57
	Section 2.2	Forms of Notes and Certificate of Authentication	57
	Section 2.3	Authorized Amount; Stated Maturity Date; and Denominations	58
	Section 2.4	Execution, Authentication, Delivery and Dating	59
	Section 2.5	Registration, Registration of Transfer and Exchange	60
	Section 2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note	67
	Section 2.7	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	68
	Section 2.8	Persons Deemed Owners	72
	Section 2.9	Cancellation	72
	Section 2.10	Global Notes; Definitive Notes; Temporary Notes	72
	Section 2.11	U.S. Tax Treatment of Notes and the Issuer	74
	Section 2.12	Authenticating Agents	75
	Section 2.13	Forced Sale on Failure to Comply with Restrictions	76
	Section 2.14	No Gross Up	77
	Section 2.15	Credit Risk Retention	77
	Section 2.16	Effect of Benchmark Transition Event.	77
	ARTICLE 3
	 	 	 
	CONDITIONS PRECEDENT; PLEDGED COLLATERAL INTERESTS
	Section 3.1	General Provisions	78
	Section 3.2	Security for Notes	81
	Section 3.3	Transfer of Collateral	83







    -i-


     


    




	ARTICLE 4
	 	 	 
	SATISFACTION AND DISCHARGE
	 
	Section 4.1	Satisfaction and Discharge of Indenture	91
	Section 4.2	Application of Amounts held in Trust	92
	Section 4.3	Repayment of Amounts Held by Paying Agent	92
	Section 4.4	Limitation on Obligation to Incur Company Administrative Expenses	93
	 	 	 
	ARTICLE 5
	 	 	 
	REMEDIES
	 
	Section 5.1	Events of Default	93
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	95
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	97
	Section 5.4	Remedies	99
	Section 5.5	Preservation of Collateral	101
	Section 5.6	Trustee May Enforce Claims Without Possession of Notes	102
	Section 5.7	Application of Amounts Collected	102
	Section 5.8	Limitation on Suits	103
	Section 5.9	Unconditional Rights of Noteholders to Receive Principal and Interest	103
	Section 5.10	Restoration of Rights and Remedies	103
	Section 5.11	Rights and Remedies Cumulative	104
	Section 5.12	Delay or Omission Not Waiver	104
	Section 5.13	Control by the Controlling Class	104
	Section 5.14	Waiver of Past Defaults	104
	Section 5.15	Undertaking for Costs	105
	Section 5.16	Waiver of Stay or Extension Laws	105
	Section 5.17	Sale of Collateral	106
	Section 5.18	Action on the Notes	106
	 	 	 
	ARTICLE 6
	 	 	 
	THE TRUSTEE AND NOTE ADMINISTRATOR
	 
	Section 6.1	Certain Duties and Responsibilities	107
	Section 6.2	Notice of Default	109
	Section 6.3	Certain Rights of Trustee and Note Administrator	110
	Section 6.4	Not Responsible for Recitals or Issuance of Notes	112
	Section 6.5	May Hold Notes	112
	Section 6.6	Amounts Held in Trust	112
	Section 6.7	Compensation and Reimbursement	113
	Section 6.8	Corporate Trustee Required; Eligibility	114
	Section 6.9	Resignation and Removal; Appointment of Successor	114
	Section 6.10	Acceptance of Appointment by Successor	116










    -ii-


     


    

 


	Section 6.11	Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator	117
	Section 6.12	Co-Trustees and Separate Trustee	117
	Section 6.13	Direction to enter into the Servicing Agreement	118
	Section 6.14	Representations and Warranties of the Trustee	119
	Section 6.15	Representations and Warranties of the Note Administrator	119
	Section 6.16	Requests for Consents	120
	Section 6.17	Withholding	120
	ARTICLE 7
	 	 	 
	COVENANTS
	Section 7.1	Payment of Principal and Interest	121
	Section 7.2	Maintenance of Office or Agency	121
	Section 7.3	Amounts for Note Payments to be Held in Trust	122
	Section 7.4	Existence of the Issuer and Co-Issuer	124
	Section 7.5	Protection of Collateral	126
	Section 7.6	Notice of Any Amendments	128
	Section 7.7	Performance of Obligations	128
	Section 7.8	Negative Covenants	128
	Section 7.9	Statement as to Compliance	131
	Section 7.10	Issuer and Co-Issuer May Consolidate or Merge Only on Certain Terms	131
	Section 7.11	Successor Substituted	134
	Section 7.12	No Other Business	134
	Section 7.13	Reporting	135
	Section 7.14	Calculation Agent	135
	Section 7.15	REIT Status	136
	Section 7.16	Permitted Subsidiaries	137
	Section 7.17	Repurchase Requests	138
	Section 7.18	Purchase of Ramp-Up Collateral Interests	138
	Section 7.19	Ramp-Up Completion Date Actions	138
	Section 7.20	Servicing of Commercial Real Estate Loans and Control of Servicing Decisions	139
	Section 7.21	ABS Due Diligence Services	139
	 	 	 
	ARTICLE 8
	 	 	 
	SUPPLEMENTAL INDENTURES
	Section 8.1	Supplemental Indentures Without Consent of Securityholders	140
	Section 8.2	Supplemental Indentures with Consent of Securityholders	143
	Section 8.3	Execution of Supplemental Indentures	145
	Section 8.4	Effect of Supplemental Indentures	147
	Section 8.5	Reference in Notes to Supplemental Indentures	147







    -iii-


     


    




	ARTICLE 9
	 	 	 
	REDEMPTION OF SECURITIES; REDEMPTION PROCEDURES
	 
	Section 9.1	Clean-up Call; Tax Redemption; Optional Redemption; and Auction Call Redemption	147
	Section 9.2	Record Date for Redemption	148
	Section 9.3	Notice of Redemption or Maturity	149
	Section 9.4	Notes Payable on Redemption Date	149
	Section 9.5	Mandatory Redemption	150
	 	 	 
	ARTICLE 10
	 	 	 
	ACCOUNTS, ACCOUNTINGS AND RELEASES
	 
	Section 10.1	Collection of Amounts; Custodial Account	150
	Section 10.2	Reinvestment Account	150
	Section 10.3	Payment Account	152
	Section 10.4	Unused Proceeds Account	152
	Section 10.5	Expense Reserve Account	153
	Section 10.6	[Reserved]	154
	Section 10.7	Interest Advances	154
	Section 10.8	Reports by Parties	157
	Section 10.9	Reports; Accountings	158
	Section 10.10	Release of Collateral Interests; Release of Collateral	161
	Section 10.11	[Reserved]	162
	Section 10.12	Information Available Electronically	162
	Section 10.13	Investor Q&A Forum; Investor Registry	166
	Section 10.14	Certain Procedures	168
	 	 	 
	ARTICLE 11
	 	 	 
	APPLICATION OF FUNDS
	 
	Section 11.1	Disbursements of Amounts from Payment Account	168
	Section 11.2	Securities Accounts	175
	 	 	 
	ARTICLE 12
	 	 	 
	SALE OF COLLATERAL INTERESTS; REINVESTMENT COLLATERAL INTERESTS; REPLENISHMENT COLLATERAL INTERESTS; FUTURE FUNDING ESTIMATES
	 
	Section 12.1	Sales of Collateral Interests	175
	Section 12.2	Reinvestment Collateral Interests and Replenishment Collateral Interests	179
	Section 12.3	Conditions Applicable to all Transactions Involving Sale or Grant	179
	Section 12.4	Modifications to Note Protection Tests	180







    -iv-


     


    




	Section 12.5	Future Funding Agreement	181
	 	 	 
	ARTICLE 13
	 	 	 
	NOTEHOLDERS’ RELATIONS
	 
	Section 13.1	Subordination	181
	Section 13.2	Standard of Conduct	184
	 	 	 
	ARTICLE 14
	 	 	 
	MISCELLANEOUS
	 
	Section 14.1	Form of Documents Delivered to the Trustee and Note Administrator	184
	Section 14.2	Acts of Securityholders	185
	Section 14.3	Notices, etc., to the Trustee, the Note Administrator, the Issuer, the Co-Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Preferred Share Paying Agent, the Placement Agents, the Collateral Manager and the Rating Agencies	185
	Section 14.4	Notices to Noteholders; Waiver	189
	Section 14.5	Effect of Headings and Table of Contents	190
	Section 14.6	Successors and Assigns	190
	Section 14.7	Severability	190
	Section 14.8	Benefits of Indenture	190
	Section 14.9	Governing Law; Waiver of Jury Trial	190
	Section 14.10	Submission to Jurisdiction	191
	Section 14.11	Counterparts	191
	Section 14.12	Liability of Co-Issuers	191
	Section 14.13	17g-5 Information	192
	Section 14.14	Rating Agency Condition	194
	Section 14.15	Patriot Act Compliance	194
	 	 	 
	ARTICLE 15
	 	 	 
	ASSIGNMENT OF THE COLLATERAL INTEREST PURCHASE AGREEMENTS
	 
	Section 15.1	Assignment of Collateral Interest Purchase Agreement	194
	 	 	 
	ARTICLE 16
	 	 	 
	CURE RIGHTS; PURCHASE RIGHTS
	 
	Section 16.1	[Reserved]	197
	Section 16.2	Collateral Interest Purchase Agreements	197







    -v-


     


    




	Section 16.3	Representations and Warranties Related to Ramp-Up Collateral Interests, Reinvestment Collateral Interests and Replenishment Collateral Interests	197
	Section 16.4	Operating Advisor	198
	Section 16.5	Purchase Right; Holder of a Majority of the Preferred Shares	198
	 	 	 
	ARTICLE 17
	 	 	 
	ADVANCING AGENT
	 
	Section 17.1	Liability of the Advancing Agent	198
	Section 17.2	Merger or Consolidation of the Advancing Agent	198
	Section 17.3	Limitation on Liability of the Advancing Agent and Others	199
	Section 17.4	Representations and Warranties of the Advancing Agent	199
	Section 17.5	Resignation and Removal; Appointment of Successor	200
	Section 17.6	Acceptance of Appointment by Successor Advancing Agent	201
	Section 17.7	Removal and Replacement of Backup Advancing Agent	201







 





	SCHEDULES	 
	 	 
	Schedule A	Schedule of Collateral Interests
	Schedule B	Benchmark
	Schedule C	List of Authorized Officers of Collateral Manager
	 	 
	EXHIBITS	 
	 	 
	Exhibit A-1	Form of Class A Senior Secured Floating Rate Note (Global Note)
	Exhibit A-2	Form of Class A Senior Secured Floating Rate Note (Definitive Note)
	Exhibit B-1	Form of Class A-S Second Priority Secured Floating Rate Note (Global Note)
	Exhibit B-2	Form of Class A-S Second Priority Secured Floating Rate Note (Definitive Note)
	Exhibit C-1	Form of Class B Third Priority Secured Floating Rate Note (Global Note)
	Exhibit C-2	Form of Class B Third Priority Secured Floating Rate Note (Definitive Note)
	Exhibit D-1	Form of Class C Fourth Priority Secured Floating Rate Note (Global Note)
	Exhibit D-2	Form of Class C Fourth Priority Secured Floating Rate Note (Definitive Note)
	Exhibit E-1	Form of Class D Fifth Priority Secured Floating Rate Note (Global Note)
	Exhibit E-2	Form of Class D Fifth Priority Secured Floating Rate Note (Definitive Note)
	Exhibit F-1	Form of Class E Sixth Priority Secured Floating Rate Note (Global Note)
	Exhibit F-2	Form of Class E Sixth Priority Secured Floating Rate Note (Definitive Note)
	Exhibit G-1	Form of Class F Seventh Priority Floating Rate Note (Global Note)
	Exhibit G-2	Form of Class F Seventh Priority Floating Rate Note (Definitive Note)
	Exhibit H-1	Form of Class G Eighth Priority Floating Rate Note (Global Note)
	Exhibit H-2	Form of Class G Eighth Priority Floating Rate Note (Definitive Note)
	Exhibit I-1	Form of Class H Ninth Priority Floating Rate Note (Global Note)
	Exhibit I-2	Form of Class H Ninth Priority Floating Rate Note (Definitive Note)
	Exhibit J-1	Form of Transfer Certificate – Regulation S Global Note
	Exhibit J-2	Form of Transfer Certificate – Rule 144A Global Note







    -vi-


     


    




	Exhibit J-3	Form of Transfer Certificate – Definitive Note
	Exhibit K	Form of Closing Document Checklist Regarding the Collateral Interest File
	Exhibit L	Form of Custodian Receipt
	Exhibit M	Form of Request for Release
	Exhibit N	Form of NRSRO Certification
	Exhibit O	Form of Online Market Data Provider Certification
	Exhibit P	Form of Representations and Warranties For Collateral Interests
	Exhibit Q	Form of Note Administrator’s Monthly Report
	Exhibit R-1	Form of Investor Certification (for Non-Borrower Affiliates)
	Exhibit R-2	Form of Investor Certification (for Borrower Affiliates)









    -vii-


     


    

INDENTURE, dated as of
March 25, 2021, by and among BSPRT 2021-FL6 ISSUER, LTD., an exempted company incorporated with limited liability under the laws
of the Cayman Islands (the “Issuer”), BSPRT 2021-FL6 CO-ISSUER, LLC,
a limited liability company formed under the laws of Delaware (the “Co-Issuer”),
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and
assigns in the trusts hereunder, the “Trustee”), U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent, transfer agent, authentication
agent and backup advancing agent (in all of the foregoing capacities, together with its permitted successors and assigns, the “Note
Administrator”), U.S. BANK NATIONAL ASSOCIATION, as custodian (herein, together with its permitted successors
and assigns in the trusts hereunder, the “Custodian”), and BENEFIT
STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P. (including any successor by merger, “BSPRT
Operating Partnership”), a Delaware limited partnership, as advancing agent (herein, together with its permitted
successors and assigns in the trusts hereunder, the “Advancing Agent”).


 


PRELIMINARY STATEMENT


 


Each of the Issuer and
the Co-Issuer is duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided in this Indenture.
All covenants and agreements made by the Issuer and Co-Issuer herein are for the benefit and security of the Secured Parties. The
Issuer, the Co-Issuer, the Note Administrator, in all of its capacities hereunder, the Trustee and the Advancing Agent are entering
into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.


 


All things necessary
to make this Indenture a valid agreement of the Issuer and Co-Issuer in accordance with this Indenture’s terms have been
done.


 


GRANTING CLAUSES


 


The Issuer hereby Grants
to the Trustee, for the benefit and security of the Secured Parties, all of its right, title and interest in, to and under, in
each case, whether now owned or existing, or hereafter acquired or arising out of (in each case, to the extent of the Issuer’s
interest therein and specifically excluding any interest in the related Future Funding Participation therein and excluding any
interest in the Excepted Property):


 


(a)            
the Closing Date Collateral Interests listed on Schedule A hereto which the Issuer purchases on the Closing Date
and causes to be delivered to the Trustee (directly or through an agent or bailee) herewith, including all payments thereon or
with respect thereto, and all Collateral Interests which are delivered to the Trustee (directly or through an agent or bailee)
after the Closing Date pursuant to the terms hereof (including, without limitation, all Ramp-Up Collateral Interests, Reinvestment
Collateral Interests, Replenishment Collateral Interests and Exchange Collateral Interests acquired by the Issuer after the Closing
Date) and all payments thereon or with respect thereto; 






     


     


    

(b)            
the Servicing Accounts, the Indenture Accounts and the related security entitlements and all income from the investment
of funds in any of the foregoing at any time credited to any of the foregoing accounts;


 


(c)            
the Eligible Investments;


 


(d)            
the rights of the Issuer under the Collateral Management Agreement, the Collateral Interest Purchase Agreement, the Company
Administration Agreement, the Servicing Agreement and the Benchmark Agency Agreement;


 


(e)            
all amounts delivered to the Note Administrator (directly or through a securities intermediary);


 


(f)             
all other investment property, instruments and general intangibles in which the Issuer has an interest, other than the Excepted
Property;


 


(g)            
the Issuer’s ownership interest in, and rights to, all Permitted Subsidiaries; and


 


(h)            
all proceeds with respect to the foregoing clauses (a) through (g).


 


The collateral described
in the foregoing clauses (a) through (h), with the exception of the Excepted Property, is referred to herein as the “Collateral.”
Such Grants are made to secure the Offered Notes equally and ratably without prejudice, priority or distinction between any Offered
Note and any other Offered Note for any reason, except as expressly provided in this Indenture (including, but not limited to,
the Priority of Payments) and to secure (i) the payment of all amounts due on and in respect of the Offered Notes in accordance
with their terms, (ii) the payment of all other sums payable under this Indenture and (iii) compliance with the provisions
of this Indenture, all as provided in this Indenture. The foregoing Grant shall, for the purpose of determining the property subject
to the lien of this Indenture, be deemed to include any securities and any investments granted by or on behalf of the Issuer to
the Trustee for the benefit of the Secured Parties, whether or not such securities or such investments satisfy the criteria set
forth in the definitions of “Collateral Interest” or “Eligible Investment,” as the case may be.


 


Except to the extent
otherwise provided in this Indenture, this Indenture shall constitute a security agreement under the laws of the State of New York
applicable to agreements made and to be performed therein, for the benefit of the Noteholders. Upon the occurrence and during the
continuation of any Event of Default hereunder, and in addition to any other rights available under this Indenture or any other
Collateral held for the benefit and security of the Noteholders or otherwise available at law or in equity but subject to the terms
hereof, the Trustee shall have all rights and remedies of a secured party under the laws of the State of New York and other applicable
law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance
with any mandatory requirements of applicable law and the terms of this Indenture, to exercise, sell or apply any rights and other
interests assigned or pledged hereby in accordance with the terms hereof at public and private sale.


 


The Trustee acknowledges
such Grants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in
accordance with, and subject to, the terms hereof, in order that the interests of the Secured Parties may be adequately and effectively
protected in accordance with this Indenture. 






    -2- 


     


    

Notwithstanding anything
in the Indenture to the contrary, for all purposes hereunder, no holder of Class F Notes, Class G Notes and/or Class H Notes shall
be a secured party for purposes of the Grant by virtue of holding such Notes.


 


ARTICLE
1



DEFINITIONS


 


Section 1.1    Definitions. Except as otherwise specified herein
or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this
Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to
the masculine, feminine and neuter genders of such terms. The word “including” and its variations shall mean “including
without limitation.” Whenever any reference is made to an amount the determination of which is governed by Section 1.2
hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference
is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in
the particular provision. All references in this Indenture to designated “Articles,” “Sections,” “Subsections”
and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally
executed. The words “herein,” “hereof,” “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.


 


“17g-5
Information”: The meaning specified in Section 14.3(i) hereof.


 


“17g-5
Information Provider”: The meaning specified in Section 14.13(a) hereof.


 


“17g-5
Website”: A password-protected internet website maintained by the 17g-5 Information Provider, which shall initially
be located at https://pivot.usbank.com, under the “NRSRO” tab for this transaction. Any change of the 17g-5 Website
shall only occur after notice has been delivered by the 17g-5 Information Provider to the Issuer, the Note Administrator, the Trustee,
the Collateral Manager, the Placement Agents and the Rating Agencies, which notice shall set forth the date of change and new location
of the 17g-5 Website.


 


“1940
Act”: Investment Company Act of 1940, as amended.


 


“Accepted
Loan Servicer”: Any commercial mortgage loan master or primary servicer that (1) is engaged in the business
of servicing commercial mortgage loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Commercial
Real Estate Loans underlying the Collateral Interests owned or to be owned by the Issuer, (2) as to which Moody’s has
not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or
placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any commercial
mortgage backed securities transaction serviced by such servicer prior to the time of determination and (3) within the prior
twelve (12) month period, has acted as a servicer in a commercial mortgage backed securities transaction rated by DBRS Morningstar
and DBRS Morningstar has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination. 






    -3- 


     


    

“Access
Termination Notice”: The meaning specified in the Future Funding Agreement.


 


“Account”:
Any of the Servicing Accounts, the Indenture Accounts, and the Preferred Share Distribution Account.


 


“Accountants’
Report”: A report of a firm of Independent certified public accountants of recognized national reputation.


 


“Act”
or “Act of Securityholders”: The meaning specified in Section 14.2
hereof.


 


“Acquisition
and Disposition Requirements”: With respect to any acquisition (whether by purchase or otherwise) or disposition of a
Collateral Interest, satisfaction of each of the following conditions: (a) such Collateral Interest is being acquired or disposed
of in accordance with the terms and conditions set forth in the Indenture; (b) the acquisition or disposition of such Collateral
Interest does not result in a reduction or withdrawal of the then current rating issued by Moody’s or DBRS Morningstar on
any Class of Notes then outstanding; and (c) such Collateral Interest is not being acquired or disposed of for the primary purpose
of recognizing gains or decreasing losses resulting from market value changes.


 


“Advance
Rate”: The meaning specified in the Servicing Agreement.


 


“Advancing
Agent”: BSPRT Operating Partnership, solely in its capacity as advancing agent hereunder, unless a successor Person
shall have become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter “Advancing
Agent” shall mean such successor Person.


 


“Advancing
Agent Fee”: The fee payable monthly in arrears on each Payment Date to the Advancing Agent in accordance with
the Priority of Payments, equal to 0.02% per annum on the Aggregate Outstanding Amount of the Offered Notes on such Payment
Date prior to giving effect to distributions with respect to such Payment Date.


 


“Advisers
Act”: The Investment Advisers Act of 1940, as amended.


 


“Advisory
Committee”: The meaning specified in the Collateral Management Agreement.


 


“Affiliate”:
With respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under
common control with, such Person or (ii) any other Person who is a director, Officer or employee (a) of such Person,
(b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i) above. For
the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50%
of the securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the
direction of the management and policies of such Person whether by contract or otherwise; provided that neither the Company
Administrator nor any other company, corporation or Person to which the Company Administrator provides directors and/or administrative
services and/or acts as share trustee shall be an Affiliate of the Issuer or Co-Issuer. The Note Administrator, the Servicer and
the Trustee may rely on certifications of any Holder or party hereto regarding such Person’s affiliations. 






    -4- 


     


    

“Agent
Members”: Members of, or participants in, the Depository, Clearstream, Luxembourg or Euroclear.


 


“Aggregate
Outstanding Amount”: With respect to any Class or Classes of the Notes as of any date of determination, the aggregate
principal balance of such Class or Classes of Notes Outstanding as of such date of determination, which includes in the case of
the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Class H Notes, any Deferred
Interest with respect to such Class.


 


“Aggregate
Outstanding Portfolio Balance”: On the date of determination thereof, the sum of (without duplication) (i) the
aggregate Principal Balance of the Collateral Interests, (ii) the aggregate Principal Balance of all Principal Proceeds held
as Cash and Eligible Investments and (iii) all amounts held as Cash or Eligible Investments in the Unused Proceeds Account.


 


“Aggregate
Principal Balance”: When used with respect to any Collateral Interests as of any date of determination, the sum
of the Principal Balances on such date of determination of all such Collateral Interests.


 


“AML
Compliance”: Compliance with the Cayman AML Regulations.


 


“Appraisal”:
The meaning specified in the Servicing Agreement.


 


“Appraisal
Reduction Amount”: With respect to any Commercial Real Estate Loan as to which an Appraisal Reduction Event has
occurred, an amount equal to the excess, if any, of (a) the Principal Balance of such Commercial Real Estate Loan, plus
all other amounts due and unpaid with respect to such Commercial Real Estate Loan, minus (b) the sum of (i) an amount equal
to 90% percent of the aggregate appraised value of the related Mortgaged Property or Mortgaged Properties (net of any liens senior
to the lien of the related mortgage) as determined by an Updated Appraisal on each such Mortgaged Property, plus (ii) the
aggregate amount of all reserves, letters of credit and escrows held in connection with such Commercial Real Estate Loan (other
than escrows and reserves for unpaid real estate taxes and assessments and insurance premiums), plus (iii) all insurance
and casualty proceeds and condemnation awards that constitute collateral for such Commercial Real Estate Loan (whether paid or
then payable by any insurance company or government authority). With respect to any Collateral Interest that is a Participation,
any Appraisal Reduction Amount calculated with respect to the related Commercial Real Estate Loan will be allocated to such Collateral
Interest as provided under the applicable Participation Agreement. 






    -5- 


     


    

“Appraisal
Reduction Event”: With respect to any Commercial Real Estate Loan, the occurrence of any of the following events:
(i) the 90th day following the occurrence of any uncured delinquency in any monthly payment; (ii) receipt of notice
that the related borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity
or the 90th day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings
are not dismissed; (iii) the date on which any related underlying Mortgaged Property becomes an REO Property as set forth pursuant
to the Servicing Agreement; (iv) the date on which such Commercial Real Estate Loan becomes a Modified Commercial Real Estate Loan;
or (v) a payment default occurs with respect to a balloon payment due on such Commercial Real Estate Loan; provided, however,
that if (w) the related borrower is diligently seeking a refinancing commitment, (x) the related borrower continues to make its
original scheduled payments, (y) no other Appraisal Reduction Event has occurred with respect to such Commercial Real Estate Loan,
and (z) the Collateral Manager consents, then an Appraisal Reduction Event with respect to this clause (v) will be deemed not to
occur on or before the 60th day after the original maturity date (inclusive of all extension options that the related
borrower had right to elect and did so elect pursuant to the instrument related to such Commercial Real Estate Loan) of such Commercial
Real Estate Loan; and provided, further, that if (x) the related borrower has delivered to the Servicer, on or before
the 60th day after the original maturity date, a refinancing Commitment Letter or purchase and sale agreement reasonably
acceptable to the Servicer, (y) the borrower continues to make its original scheduled payments and (z) no other Appraisal Reduction
Event has occurred with respect to such Commercial Real Estate Loan, then an Appraisal Reduction Event will be deemed not to occur
until the earlier of (A) 90 days following the original maturity date of such Commercial Real Estate Loan and (B) termination of
the refinancing Commitment Letter or purchase and sale agreement.


 


“Article 15
Agreement”: The meaning specified in Section 15.1(a) hereof.


 


“As-Stabilized
LTV”: With respect to any Collateral Interest, the ratio, expressed as a percentage, as calculated by the Collateral
Manager in accordance with the Collateral Management Standard, of the Principal Balance of such Collateral Interest to the value
estimate of the related Mortgaged Property as reflected in an appraisal that was obtained not more than twelve (12) months prior
to the date of determination (or, if originated by the Seller or an affiliate thereof, not more than six (6) months prior to the
date of origination), which value is based on the appraisal or portion of an appraisal that states an “as-stabilized”
value and/or “as-renovated” value for such property (unless such property achieved stabilization prior to the appraisal,
in which case the current “as-is” value will be used), which may be based on the assumption that certain events will
occur, including without limitation, with respect to the re-tenanting, renovation or other repositioning of such property and,
may be based on the capitalization rate reflected in such appraisal; provided that if the appraisal was not obtained within
three (3) months prior to the date of determination, the Collateral Manager may adjust such capitalization rate in its reasonable
good faith judgment executed in accordance with the Collateral Management Standard. In determining As-Stabilized LTV for any Ramp-Up
Collateral Interest, Reinvestment Collateral Interest, Replenishment Collateral Interest or Exchange Collateral Interest that
is a Participation, the calculation of As-Stabilized LTV will take into account the outstanding Principal Balance of the Participation
being acquired by the Issuer and all related Non-Acquired Participation(s) (assuming fully funded) that are senior or pari
passu in right of repayment. In determining the As-Stabilized LTV for any Ramp-Up Collateral Interest, Reinvestment Collateral
Interest, Replenishment Collateral Interest or Exchange Collateral Interest that is cross-collateralized with one or more other
Collateral Interests, the As-Stabilized LTV will be calculated with respect to the cross-collateralized group in the aggregate. 






    -6- 


     


    

“Asset
Documents”: The indenture, loan agreement, note, mortgage, intercreditor agreement, participation agreement, co-lender
agreement or other agreement pursuant to which a Collateral Interest (and the related Commercial Real Estate Loan) or an Eligible
Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented
by such Collateral Interest (and the related Commercial Real Estate Loan) or an Eligible Investment or of which holders of such
Collateral Interest (and the related Commercial Real Estate Loan) or an Eligible Investment are the beneficiaries.


 


“Asset Replacement
Percentage”: On any date of calculation, a fraction (expressed as a percentage) where (1) the numerator is the aggregate
Principal Balance of the Collateral Interests for which interest payments under such Collateral Interests would be calculated with
reference to a rate other than the then current Benchmark and (2) the denominator is aggregate Principal Balance of all the Collateral
Interests.


 


“Auction
Call Redemption”: The meaning specified in Section 9.1(d) hereof.


 


“Authenticating
Agent”: With respect to the Notes or a Class of the Notes, the Person designated by the Note Administrator to
authenticate such Notes on behalf of the Note Administrator pursuant to Section 2.12 hereof.


 


“Authorized
Officer”: With respect to the Issuer or Co-Issuer, any Officer (or attorney-in-fact appointed by the Issuer or
the Co-Issuer) who is authorized to act for the Issuer or Co-Issuer in matters relating to, and binding upon, the Issuer or Co-Issuer.
With respect to the Collateral Manager, the Persons listed on Schedule C attached hereto or such other Person or Persons
specified by the Collateral Manager by written notice to the other parties hereto. With respect to the Servicer, a “Responsible
Officer” of the Servicer as set forth in the Servicing Agreement. With respect to the Note Administrator or the Trustee or
any other bank or trust company acting as trustee of an express trust, a Trust Officer. Each party may receive and accept a certification
of the authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be
considered as in full force and effect until receipt by such other party of written notice to the contrary.


 


“Backup
Advancing Agent”: The Note Administrator, solely in its capacity as Backup Advancing Agent hereunder, or any successor
Backup Advancing Agent; provided that any such successor Backup Advancing Agent must be a financial institution having a
long-term unsecured debt rating at least equal to “A2” by Moody’s and a short-term unsecured debt rating from
Moody’s at least equal to “P-1.”


 


“Bankruptcy
Code”: The federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Act (as amended)
of the Cayman Islands, the Bankruptcy Law (as amended) of the Cayman Islands, the Companies Winding Up Rules 2018 of the Cayman
Islands and the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2018 of the Cayman Islands, each as amended from
time to time. 






    -7- 


     


    

“Benchmark”:
Initially, LIBOR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement selected by
the Benchmark Agent.


 


“Benchmark Agent”:
U.S. Bank, National Association, a national banking association, in its capacity as benchmark agent under the Benchmark Agency
Agreement, unless a successor Person shall have become the Benchmark Agent.


 


“Benchmark Agency
Agreement”: The Benchmark Agency Agreement, dated as of the Closing Date, by and between the Benchmark Agent and the
Issuer, as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Benchmark Determination
Date”: With respect to any Interest Accrual Period, (1) if the Benchmark is LIBOR, the second London Banking Day
preceding the first Business Day of such Interest Accrual Period and (2) if the Benchmark is not LIBOR, the time determined in
the Benchmark Replacement Conforming Changes.


 


“Benchmark Replacement”:
The first alternative set forth in the order below that can be determined by the Benchmark Agent as of the Benchmark Replacement
Date:


 


(1)       the
sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment;


 


(2)       the
sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;


 


(3)       the
sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;


 


(4)       the
sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and


 


(5)       the
sum of: (a) the alternate rate of interest that has been selected by the Benchmark Agent as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement
for the then-current Benchmark for U.S. dollar denominated securitizations at such time and (b) the Benchmark Replacement Adjustment.


 


If any Benchmark Replacement
is less than zero, then such Benchmark Replacement shall be deemed to be zero. 






    -8- 


     


    

If a Benchmark Replacement
is selected other than pursuant to clause (1) above, then on the first Business Day of each calendar quarter following such selection,
the Benchmark Agent shall determine whether a redetermination of the Benchmark Replacement by the Benchmark Agent on such date
would result in the selection of a Benchmark Replacement under clause (1) above, and if such redetermination would result in the
selection of a Benchmark Replacement under clause (1) above, the Benchmark Agent will be required to promptly provide notice of
the same and the applicable Benchmark Replacement Conforming Changes, if any, to the Issuer, the Co-Issuer, the Advancing Agent,
the Servicer, the Special Servicer, the Note Administrator, the Trustee, the Calculation Agent (if different from the Note Administrator)
and the Rating Agencies, and then (x) the Benchmark Replacement Adjustment will be redetermined utilizing the Unadjusted Benchmark
Replacement corresponding to the Benchmark Replacement under clause (1) above and (y) such redetermined Benchmark Replacement will
become the Benchmark on each Benchmark Determination Date on or after such date. If redetermination of the Benchmark Replacement
on such date as described in the preceding sentence would not result in the selection of a Benchmark Replacement under clause (1),
then the Benchmark will remain the Benchmark Replacement as previously determined.


 


“Benchmark Replacement
Adjustment”: With respect to any Benchmark Replacement, the first alternative set forth in the order below that can be
determined by the Benchmark Agent as of the Benchmark Replacement Date:


 


(1)       the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or
zero), that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark
Replacement;


 


(2)       if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and


 


(3)       the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Benchmark Agent giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated
securitization transactions at such time.


 


“Benchmark
Replacement Conforming Changes”: With respect to any Benchmark Replacement, any technical, administrative or operational
changes (including, but not limited to, changes to the definition of “Interest Accrual Period”, setting an applicable
Benchmark Determination Date and Reference Time, the timing and frequency of determining rates and making payments of interest,
the method for calculating the Benchmark Replacement and other administrative matters, which may, for the avoidance of doubt,
have a material economic impact on the Notes) that, the Benchmark Agent decides may be appropriate to reflect the adoption of
such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Benchmark Agent decides that
adoption of any portion of such market practice is not administratively feasible or if the Benchmark Agent determines that no
market practice for use of the Benchmark Replacement exists, in such other manner as the Benchmark Agent determines is reasonably
necessary). 






    -9- 


     


    

“Benchmark Replacement
Date”: (1) For purposes of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator
of the relevant Benchmark permanently or indefinitely ceases to provide such Benchmark; (2) for purposes of clause (3) of the definition
of “Benchmark Transition Event,” the date of the public statement or publication of information; or (3) for purposes
of clause (4) of the definition of “Benchmark Transition Event,” the 30th Business Day following the date of such servicer
report; provided, however, that on or after the 60th day preceding the date on which such Benchmark Replacement Date
would otherwise occur (if applicable), the Benchmark Agent may give written notice to the Issuer, the Co-Issuer, the Advancing
Agent, the Servicer, the Special Servicer, the Note Administrator, the Trustee and the Calculation Agent (if different from the
Note Administrator) in which the Benchmark Agent designates an earlier date (but not earlier than the 30th day following such notice)
and represents that such earlier date will facilitate an orderly transition of the transaction to the Benchmark Replacement, in
which case such earlier date will be the Benchmark Replacement Date.


 


“Benchmark Transition
Event”: The occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)       a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that the administrator
has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the Benchmark;


 


(2)       a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central
bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution
authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease
to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the Benchmark;


 


(3)       a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that
the Benchmark is no longer representative; or


 


(4)       the
Asset Replacement Percentage is greater than 50%, as calculated by the Benchmark Agent based on the aggregate Principal Balance
of each applicable Mortgage Loan, as notified to the Benchmark Agent by the Issuer, the Collateral Manager or the Servicer.


 


“Barclays”:
Barclays Capital Inc.


 


“Board
of Directors”: With respect to the Issuer, the directors of the Issuer duly appointed in accordance with the Governing
Documents of the Issuer and, with respect to the Co-Issuer, the LLC Managers duly appointed by the sole member of the Co-Issuer
or otherwise.


 


“Board
Resolution”: With respect to the Issuer, a resolution of the Board of Directors of the Issuer and, with respect
to the Co-Issuer, a resolution or unanimous written consent of the LLC Managers or the sole member of the Co-Issuer. 






    -10- 


     


    

“BSPRT”:
Benefit Street Partners Realty Trust, Inc., a Maryland corporation that is a publicly held real estate investment trust.


 


“BSPRT
Holder”: BPSRT 2021-FL6 Holder, LLC, an indirect wholly-owned subsidiary of BSPRT.


 


“BSPRT
Operating Partnership”: The meaning specified in the first paragraph of this Indenture.


 


“Business
Day”: Any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banks are authorized
or required by applicable law, regulation or executive order to close in New York, New York, in the States of Illinois, Texas,
California or the location of the Corporate Trust Office of the Note Administrator or the Trustee, or (iii) days when the New York
Stock Exchange or the Federal Reserve Bank of New York are closed.


 


“Calculation
Agent”: The meaning specified in Section 7.14(a) hereof.


 


“Calculation
Amount”: With respect to (a) any Modified Collateral Interest, the Principal Balance thereof minus any
related Appraisal Reduction Amounts; provided that if an Appraisal Reduction Amount based on an Updated Appraisal (or, when
permitted by the terms of the Servicing Agreement, an existing appraisal that is less than 12 months old) is not determined with
respect to such Modified Collateral Interest within 60 days after it becomes a Modified Collateral Interest (or 120 days if the
Special Servicer has requested an Updated Appraisal within 60 days of it becoming a Modified Collateral Interest), the Calculation
Amount with respect to such Modified Collateral Interest will be determined in accordance with clause (b) below until an Appraisal
Reduction Amount based on an Updated Appraisal (or, when permitted by the terms of the Servicing Agreement, an existing appraisal
that is less than 12 months old) is determined; and (b) any Defaulted Collateral Interest, the lowest of (i) the Moody’s
Recovery Rate of such Collateral Interest multiplied by the Principal Balance of such Collateral Interest, (ii) the market
value of such Collateral Interest, as determined by the Collateral Manager in accordance with the Collateral Management Standard
based upon, among other things, a recent Appraisal and information from one or more third party commercial real estate brokers
and such other information as the Collateral Manager deems appropriate and (iii) the Principal Balance of such Collateral Interest
minus any applicable Appraisal Reduction Amounts.


 


“Cash”:
Such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private
debts.


 


“Cayman AML
Regulations”: The Cayman Islands Anti-Money Laundering Regulations (as amended) and The Guidance Notes on the Prevention
and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands (or equivalent legislation
and guidance, as applicable), each as amended and revised from time to time.


 


“Cayman FATCA
Legislation”: The Cayman Islands Tax Information Authority Act (as amended) together with related legislation, regulations,
rules and guidance notes made pursuant to such law and the CRS.


 


“Certificate
of Authentication”: The meaning specified in Section 2.1 hereof. 






    -11- 


     


    

“Certificated
Security”: A “certificated security” as defined in Section 8-102(a)(4) of the UCC.


 


“Class”:
The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the
Class F Notes, the Class G Notes or the Class H Notes, as applicable.


 


“Class A
Defaulted Interest Amount”: With respect to the Class A Notes as of each Payment Date, the accrued and unpaid
amount due to Holders of the Class A Notes on account of any shortfalls in the payment of the Class A Interest Distribution
Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).


 


“Class A
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class A Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class A Notes on the first day of the
related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty
(360) and (iii) the Class A Rate.


 


“Class A
Notes”: The Class A Senior Secured Floating Rate Notes due 2036, issued by the Issuer and the Co-Issuer pursuant
to this Indenture.


 


“Class A
Rate”: With respect to any Class A Note, the per annum rate at which interest accrues on such Note
for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus
(b) 1.1000% per annum.


 


“Class
A-S Defaulted Interest Amount”: With respect to the Class A-S Notes as of each Payment Date, the accrued and unpaid
amount due to holders of the Class A-S Notes on account of any shortfalls in the payment of the Class A-S Interest Distribution
Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).


 


“Class
A-S Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class A-S Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class A-S Notes on the first day of the related
Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and
(iii) the Class A-S Rate.


 


“Class
A-S Notes”: The Class A-S Second Priority Secured Floating Rate Notes Due 2036, issued by the Issuer and the Co-Issuer
pursuant to this Indenture.


 


“Class
A-S Rate”: With respect to any Class A-S Note, the per annum rate at which interest accrues on such
Note for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period
plus (b) 1.3000% per annum.


 


“Class B
Defaulted Interest Amount”: With respect to the Class B Notes as of each Payment Date, the accrued and unpaid
amount due to Holders of the Class B Notes on account of any shortfalls in the payment of the Class B Interest Distribution
Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful). 






    -12- 


     


    

“Class B
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class B Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class B Notes on the first day of the
related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty
(360) and (iii) the Class B Rate.


 


“Class B
Notes”: The Class B Third Priority Secured Floating Rate Notes due 2036, issued by the Issuer and the Co-Issuer
pursuant to this Indenture.


 


“Class B
Rate”: With respect to any Class B Note, the per annum rate at which interest accrues on such Note
for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus
(b) 1.6000% per annum.


 


“Class C
Defaulted Interest Amount”: With respect to the Class C Notes as of each Payment Date, the accrued and unpaid
amount due to Holders of the Class C Notes on account of any shortfalls in the payment of the Class C Interest Distribution
Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).


 


“Class
C Deferred Interest”: So long as any Class A Notes, Class A-S Notes or Class B Notes are outstanding, any interest
due on the Class C Notes that is not paid as a result of the operation of the Priority of Payments on any Payment Date.


 


“Class C
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class C Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class C Notes on the first day of the
related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty
(360) and (iii) the Class C Rate.


 


“Class C
Notes”: The Class C Fourth Priority Secured Floating Rate Notes due 2036, issued by the Issuer and the Co-Issuer
pursuant to this Indenture.


 


“Class C
Rate”: With respect to any Class C Note, the per annum rate at which interest accrues on such Note
for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus
(b) 2.0500% per annum.


 


“Class
D Defaulted Interest Amount”: With respect to the Class D Notes as of each Payment Date, the accrued and unpaid
amount due to holders of the Class D Notes on account of any shortfalls in the payment of the Class D Interest Distribution Amount
with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).


 


“Class
D Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes or Class C Notes are outstanding,
any interest due on the Class D Notes that is not paid as a result of the operation of the Priority of Payments on any Payment
Date. 






    -13- 


     


    

“Class
D Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class D Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class D Notes on the first day of the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the
Class D Rate.


 


“Class
D Notes”: The Class D Fifth Priority Secured Floating Rate Notes due 2036, issued by the Issuer and the Co-Issuer
pursuant to this Indenture.


 


“Class
D Rate”: With respect to any Class D Note, the per annum rate at which interest accrues on such Note
for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus
(b) 3.0000% per annum.


 


“Class
E Defaulted Interest Amount”: With respect to the Class E Notes as of each Payment Date, the accrued and unpaid
amount due to holders of the Class E Notes on account of any shortfalls in the payment of the Class E Interest Distribution Amount
with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).


 


“Class
E Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or Class D Notes
are outstanding, any interest due on the Class E Notes that is not paid as a result of the operation of the Priority of Payments
on any Payment Date.


 


“Class
E Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class E Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class E Notes on the first day of the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the
Class E Rate.


 


“Class
E Notes”: The Class E Sixth Priority Secured Floating Rate Notes due 2036, issued by the Issuer and the Co-Issuer
pursuant to this Indenture.


 


“Class
E Rate”: With respect to any Class E Note, the per annum rate at which interest accrues on such Note
for any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus
(b) 3.5000% per annum.


 


“Class
F Defaulted Interest Amount”: With respect to the Class F Notes as of each Payment Date, if no Class A Notes,
Class A-S Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are outstanding, the accrued and unpaid amount due
to holders of the Class F Notes on account of any shortfalls in the payment of the Class F Interest Distribution Amount with respect
to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).


 


“Class
F Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes
or Class E Notes are outstanding, any interest due on the Class F Notes that is not paid as a result of the operation of the Priority
of Payments on any Payment Date. 






    -14- 


     


    

“Class
F Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class F Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class F Notes on the first day of the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the
Class F Rate.


 


“Class
F Notes”: The Class F Seventh Priority Floating Rate Notes due 2036, issued by the Issuer pursuant to this
Indenture.


 


“Class
F Rate”: With respect to any Class F Note, the per annum rate at which interest accrues on such Note for
any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus
(b) 4.50% per annum.


 


“Class
G Defaulted Interest Amount”: With respect to the Class G Notes as of each Payment Date, if no Class A Notes,
Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes or Class F Notes are outstanding, the accrued and unpaid
amount due to holders of the Class G Notes on account of any shortfalls in the payment of the Class G Interest Distribution Amount
with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).


 


“Class
G Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes,
Class E Notes or Class F Notes are outstanding, any interest due on the Class G Notes that is not paid as a result of the operation
of the Priority of Payments on any Payment Date.


 


“Class
G Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class G Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class G Notes on the first day of the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the
Class G Rate.


 


“Class
G Notes”: The Class G Eighth Priority Floating Rate Notes due 2036, issued by the Issuer pursuant to this
Indenture.


 


“Class
G Rate”: With respect to any Class G Note, the per annum rate at which interest accrues on such Note for
any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus
(b) 5.75% per annum.


 


“Class
H Defaulted Interest Amount”: With respect to the Class H Notes as of each Payment Date, if no Class A Notes,
Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes, Class F Notes or Class G Notes are outstanding, the
accrued and unpaid amount due to holders of the Class H Notes on account of any shortfalls in the payment of the Class H Interest
Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the
extent lawful).


 


“Class
H Deferred Interest”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes,
Class E Notes, Class F Notes or Class G Notes are outstanding, any interest due on the Class H Notes that is not paid as a result
of the operation of the Priority of Payments on any Payment Date. 






    -15- 


     


    

“Class
H Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class H Notes on account
of interest equal to the product of (i) the Aggregate Outstanding Amount of the Class H Notes on the first day of the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by three hundred sixty (360) and (iii) the
Class H Rate.


 


“Class
H Notes”: The Class H Ninth Priority Floating Rate Notes due 2036, issued by the Issuer pursuant to this
Indenture.


 


“Class
H Rate”: With respect to any Class H Note, the per annum rate at which interest accrues on such Note for
any Interest Accrual Period, which shall be equal to (a) one-month LIBOR for the related Interest Accrual Period plus
(b) 7.50% per annum.


 


“Clean-up
Call”: The meaning specified in Section 9.1(a) hereof.


 


“Clearing
Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange
Act.


 


“Clearstream,
Luxembourg”: Clearstream Banking, société anonyme, a limited liability company organized
under the laws of the Grand Duchy of Luxembourg.


 


“Closing
Date”: March 25, 2021.


 


“Closing
Date Collateral Interests”: The Whole Loans and Participations listed on Schedule A attached hereto.


 


“Code”:
The United States Internal Revenue Code of 1986, as amended.


 


“Co-Issuer”:
BSPRT 2021-FL6 Co-Issuer, LLC, a limited liability company formed under the laws of the State of Delaware, until a successor Person
shall have become the Co-Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Co-Issuer”
shall mean such successor Person.


 


“Co-Issuers”:
The Issuer and the Co-Issuer.


 


“Collateral”:
The meaning specified in the first paragraph of the Granting Clause of this Indenture.


 


“Collateral
Interest File”: The meaning set forth in Section 3.3(e) hereof.


 


“Collateral
Interest Purchase Agreement”: The collateral interest purchase agreement entered into among the Issuer, the Seller,
BSPRT Operating Partnership and BSPRT on or about the Closing Date, as amended from time to time, which agreement is assigned
to the Trustee on behalf of the Issuer pursuant to this Indenture. 






    -16- 


     


    

“Collateral
Interests”: The Closing Date Collateral Interests and any other Whole Loans and Participations acquired by the
Issuer from time to time.


 


“Collateral
Management Agreement”: The Collateral Management Agreement, dated as of the Closing Date, by and between the Issuer
and the Collateral Manager, as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Collateral
Management Standard”: The meaning set forth in the Collateral Management Agreement.


 


“Collateral
Manager”: Benefit Street Partners L.L.C., each of Benefit Street Partners L.L.C.’s permitted successors
and assigns or any successor Person that shall have become the Collateral Manager pursuant to the provisions of the Collateral
Management Agreement and thereafter “Collateral Manager” shall mean such successor Person.


 


“Collateral
Manager Fee”: The meaning set forth in the Collateral Management Agreement.


 


“Collection
Account”: The meaning specified in the Servicing Agreement.


 


“Commercial
Real Estate Loans”: The Mortgage Loans.


 


“Commitment
Letter”: A definitive letter of commitment or term sheet provided by an institutional lender.


 


“Company
Administration Agreement”: The administration agreement, dated on or about the Closing Date, by and among the
Issuer, BSPRT Holder and the Company Administrator, as modified and supplemented and in effect from time to time. 






    -17- 


     


    

“Company
Administrative Expenses”: All fees, expenses and other amounts due or accrued with respect to any Payment Date
and payable by the Issuer, Co-Issuer or any Permitted Subsidiary (including legal fees and expenses) to (i) the Note Administrator,
the Custodian and the Trustee pursuant to this Indenture or any co-trustee appointed pursuant to Section 6.7 hereof (including
amounts payable by the Issuer as indemnification pursuant to this Indenture), (ii) the Company Administrator under the Company
Administration Agreement (including amounts payable by the Issuer as indemnification pursuant to the Company Administration Agreement)
and to provide for the costs of liquidating the Issuer following redemption of the Notes, (iii) the LLC Managers (including
indemnification), (iv) the independent accountants, agents and counsel of the Issuer for reasonable fees and expenses (including
amounts payable in connection with the preparation of tax forms on behalf of the Issuer and the Co-Issuer), and any registered
office and government filing fees, in each case, payable in the order in which invoices are received by the Issuer, (v) a
Rating Agency for fees and expenses in connection with any rating (including the annual fee payable with respect to the monitoring
of any rating) of the Notes, including fees and expenses due or accrued in connection with any credit assessment or rating of the
Collateral Interests, (vi) the Collateral Manager under this Indenture and the Collateral Management Agreement (including
amounts payable by the Issuer as indemnification pursuant to this Indenture or the Collateral Management Agreement), (vii) other
Persons as indemnification pursuant to the Collateral Management Agreement, (viii) the Advancing Agent or other Persons as
indemnification pursuant to the provisions pertaining to the Advancing Agent in this Indenture, (ix) the Servicer or the Special
Servicer as indemnification or reimbursement of expenses pursuant to the Servicing Agreement, (x) the CREFC®
Intellectual Property Royalty License Fee, (xi) the Preferred Share Paying Agent and the Share Registrar pursuant to the Preferred
Share Paying Agency Agreement (including amounts payable as indemnification), (xii) each member of the Advisory Committee
(including amounts payable as indemnification) under each agreement between such Advisory Committee member, the Collateral Manager
and the Issuer (and the amounts payable by the Issuer to each member of the Advisory Committee as indemnification pursuant to each
such agreement), (xiii) any other Person in respect of any governmental fee, charge or tax (including any FATCA and Cayman
FATCA Legislation compliance costs) in relation to the Issuer or the Co-Issuer (in each case as certified by an Authorized Officer
of the Issuer or the Co-Issuer to the Note Administrator), in each case, payable in the order in which invoices are received by
the Issuer, (xiv) the Benchmark Agent appointed by the Issuer (including amounts payable as indemnification pursuant to this
Indenture), or (xv) any other Person in respect of any other fees or expenses (including indemnifications) permitted under this
Indenture (including, without limitation, any costs or expenses incurred in connection with certain modeling systems and services
and in connection with the Benchmark Agent’s engagement of consultants, advisors or experts in connection with discharge
of its obligation as Benchmark Agent) and the documents delivered pursuant to or in connection with this Indenture and the Notes
and any amendment or other modification of any such documentation, in each case unless expressly prohibited under this Indenture
(including, without limitation, the payment of all transaction fees and all legal and other fees and expenses required in connection
with the purchase of any Collateral Interests or any other transaction authorized by this Indenture), in each case, payable in
the order in which invoices are received by the Issuer; provided that Company Administrative Expenses shall not include
(a) amounts payable in respect of the Notes and (b) any Collateral Manager Fee payable pursuant to the Collateral Management
Agreement.


 


“Company
Administrator”: Walkers Fiduciary Limited, a licensed trust company incorporated in the Cayman Islands, as administrator
pursuant to the Company Administration Agreement, unless a successor Person shall have become administrator pursuant to the Company
Administration Agreement, and thereafter, Company Administrator shall mean such successor Person.


 


“Compounded
SOFR”: The compounded average of SOFRs calculated for the applicable Corresponding Tenor, with the rate, or methodology
for this rate, and conventions for this rate (which, for example, may be compounded in arrears with a lookback and/or suspension
period as a mechanism to determine the interest amount payable prior to the end of each Interest Accrual Period or compounded in
advance) being established by the Benchmark Agent in accordance with:


 


(1)       the
rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for
determining compounded SOFR; provided that:


 


(2)       if,
and to the extent that, the Benchmark Agent determines that Compounded SOFR cannot be determined in accordance with clause (1)
above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Benchmark Agent
giving due consideration to any industry-accepted market practice for similar U.S. dollar denominated securitization transactions
at such time. 






    -18- 


     


    

“Controlling
Class”: The Class A Notes, so long as any Class A Notes are Outstanding, then the Class A-S Notes, so
long as any Class A-S Notes are Outstanding, then the Class B Notes, so long as any Class B Notes are Outstanding, then the Class
C Notes, so long as any Class C Notes are Outstanding, then the Class D Notes, so long as any Class D Notes are Outstanding, then
the Class E Notes, so long as any Class E Notes are Outstanding, then the Class F Notes, so long as any Class F Notes are Outstanding,
then the Class G Notes, so long as any Class G Notes are Outstanding and then the Class H Notes, so long as any Class H Notes are
outstanding.


 


“Corporate
Trust Office”: The designated corporate trust office of the Trustee and Note Administrator, currently located
at: (a) for Note transfer purposes and presentment of the Notes for final payment thereon, 111 Fillmore Ave E, St. Paul,
MN 55107-1402, Attention: Bondholder Services – EP-MN-WS2N – BPSRT 2021-FL6; (b) for the delivery of the Asset
Documents, 1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116, Attention: Commercial Certifications –
BPSRT 2021-FL6, fax: (651) 695-6102; and (c) for all other purposes, 190 South LaSalle Street, 8th Floor,
Chicago, Illinois 60603, Attention: Global Corporate Trust – BSPRT 2021-FL6 Issuer, Ltd., or such other address as the Note
Administrator or Trustee, as applicable, may designate from time to time by notice to the Noteholders, the Holder of the Preferred
Shares, the Collateral Manager, the 17g-5 Information Provider and the parties hereto.


 


“Corresponding
Tenor”: With respect to a Benchmark Replacement, a tenor having approximately the same length (disregarding business
day adjustment) as the applicable tenor for the prior Benchmark.


 


“Credit
Risk/Defaulted Collateral Interest Cash Purchase”: The meaning specified in Section 12.1(b) hereof.


 


“Credit
Risk Collateral Interest”: Any Collateral Interest that, in the Collateral Manager’s reasonable business
judgment, has a significant risk of, with a lapse of time, becoming a Defaulted Collateral Interest.


 


“Credit
Risk Retention Rules”: Regulation RR (17 C.F.R. Part 246), as such rule may be amended from time to time,
and subject to such clarification and interpretation as have been provided by the Department of Treasury, the Federal Reserve System,
the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission and the Department
of Housing and Urban Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency,
or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Collateral Interest and for any Payment Date,
an amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License
Fee Rate on the Principal Balance of such Collateral Interest as of the close of business on the Determination Date in such Interest
Accrual Period. Such amounts shall be computed for the same period and on the same interest accrual basis respecting which any
related interest payment due or deemed due on the related Collateral Interest is computed and shall be prorated for partial periods. 






    -19- 


     


    

“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Collateral Interest, a rate equal to 0.0005%
per annum.


 


“CRS”:
The OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard.


 


“Custodial
Account”: An account at the Securities Intermediary established pursuant to Section 10.1(b) hereof.


 


“Custodian”:
The meaning specified in Section 3.3(a) hereof.


 


“DBRS
Morningstar”: DBRS, Inc. or any successor thereto.


 


“Debt
Service”: With respect to any Collateral Interest, the monthly payments of principal and interest due pursuant
to the terms of the related Asset Documents, excluding (1) any balloon payments, (2) required (non-monthly) principal
paydowns and (3) reserve payments for the 12 payments following March 9, 2021.


 


“Default”:
Any Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.


 


“Defaulted
Collateral Interest”: Any Collateral Interest for which the related Commercial Real Estate Loan is a Defaulted
Commercial Real Estate Loan.


 


“Defaulted
Commercial Real Estate Loan”: Any Commercial Real Estate Loan for which there has occurred and is continuing for
more than ninety (90) days either (x) a payment default (after giving effect to any applicable grace period but without giving
effect to any waiver) or (y) a material non-monetary event of default that is known to the Servicer and has occurred and is continuing
(after giving effect to any applicable grace period but without giving effect to any waiver); provided, however,
that any Collateral Interest as to which an Appraisal Reduction Event has not occurred due to the circumstances specified in clause
(v) of the definition thereof and which is not otherwise a Defaulted Commercial Real Estate Loan will be deemed not to be a Defaulted
Commercial Real Estate Loan for purposes of determining the Calculation Amount for the Par Value Test. If a Defaulted Commercial
Real Estate Loan is the subject of a work-out, modification or otherwise has cured the default such that the subject Defaulted
Commercial Real Estate Loan is no longer in default pursuant to its terms (as such terms may have been modified), such Collateral
Interest will no longer be treated as a Defaulted Commercial Real Estate Loan.


 


“Deferred
Interest”: The Class C Deferred Interest, the Class D Deferred Interest, the Class E Deferred Interest, the Class
F Deferred Interest, the Class G Deferred Interest and the Class H Deferred Interest.


 


“Definitive
Note”: The meaning specified in Section 2.2(b) hereof. 






    -20- 


     


    

“Depository”
or “DTC”: The Depository Trust Company, its nominees, and their respective
successors.


 


“Determination
Date”: The 9th day of each month or, if such date is not a Business Day, the succeeding Business Day,
commencing on the Determination Date in April 2021.


 


“Disposition
Limitation Threshold”: The time at which the sum of (i) the cumulative aggregate Principal Balance of Credit Risk Collateral
Interests (other than those that are Defaulted Collateral Interests) sold by the Issuer to the Collateral Manager or any of its
affiliates plus (ii) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests exchanged for Exchange
Collateral Interests, is equal to or greater than 10% of the aggregate Principal Balance of the Closing Date Collateral Interests
as of the Closing Date.


 


“Disqualified
Transferee”: The meaning specified in Section 2.5(l) hereof.


 


“Dissolution
Expenses”: The amount of expenses reasonably likely to be incurred in connection with the discharge of this Indenture,
the liquidation of the Collateral and the dissolution of the Co-Issuers, as reasonably certified by the Collateral Manager or the
Issuer, based in part on expenses incurred by the Trustee, Custodian and Note Administrator and reported to the Collateral Manager.


 


“Dodd-Frank”:
The Dodd Frank Wall Street Reform and Consumer Protection Act, as amended from time to time.


 


“Dollar”,
 “U.S. $” or “$”:
A U.S. dollar or other equivalent unit in Cash.


 


“Due
Period”: With respect to any Payment Date, the period commencing on the day immediately succeeding the second
preceding Determination Date (or commencing on and excluding the Closing Date, in the case of the Due Period relating to the first
Payment Date) and ending on and including the Determination Date immediately preceding such Payment Date.


 


“EHRI”:
Any interest in the Issuer that satisfies the definition of “eligible horizontal residual interest” in the Credit Risk
Retention Rules. As of the Closing Date, the Preferred Shares shall constitute the EHRI.


 


“Eligibility
Criteria”: The criteria set forth below with respect to any Exchange Collateral Interest, any Ramp-Up Collateral
Interest, any Reinvestment Collateral Interest or any Replenishment Collateral Interest (excluding any Funded Companion Participation
related to the Closing Date Collateral Interest identified on Schedule A hereto as Palms on Lamar, as to which only the
Loan Specific Acquisition Criteria will be required to be satisfied), compliance with which shall be evidenced by an Officer's
Certificate of the Collateral Manager delivered to the Trustee as of the date of such acquisition:


 


(i)     
it is a whole loan, a trust certificate representing a 100% beneficial interest in a whole loan, or a Senior Participation
in a whole loan that is secured by a Multifamily Property, Office Property, Industrial Property, Retail Property, Self-Storage
Property, Hospitality Property, Manufactured Housing Community Property, Student Housing Property or Mixed-Use Property; 






    -21- 


     


    

(ii)     
(A) the aggregate Principal Balance of the Collateral Interests secured by properties that are of the following types are
subject to limitations as follows: (a) Office Properties does not exceed 40.0% of the Aggregate Outstanding Portfolio Balance,
(b) Industrial Properties does not exceed 40.0% of the Aggregate Outstanding Portfolio Balance, (c)  Hospitality Properties does
not exceed 20.0% of the Aggregate Outstanding Portfolio Balance, (d) Self-Storage Properties does not exceed 10.0% of the
Aggregate Outstanding Portfolio Balance, (e) Retail Properties does not exceed 7.5% of the Aggregate Outstanding Portfolio Balance,
(f) Manufactured Housing Community Properties does not exceed 7.5% of the Aggregate Outstanding Portfolio Balance, (g) Student
Housing Properties does not exceed 5.0% of the Aggregate Outstanding Portfolio Balance and (h) Mixed-Use Properties does not exceed
5.0% of the Aggregate Outstanding Portfolio Balance (it being understood that, for all purposes hereof, no concentration limitation
will apply with respect to Multifamily Properties);


 


(B) with
respect to any Ramp-Up Collateral Interest, the aggregate Principal Balance of the Ramp-Up Collateral Interests acquired during
the Ramp-Up Acquisition Period that are secured by Multifamily Properties plus the Ramp-Up Remaining Balance is not less than 75.0%
of the Ramp-Up Remaining Balance on the Closing Date;


 


(iii)    the obligor is incorporated or organized under the laws of, and the Collateral Interest is secured by property located in,
the United States;


 


(iv)    except with respect to any Fixed Rate Collateral Interest, it provides for monthly payments of interest at a floating rate
based on one-month LIBOR (or, if LIBOR is unavailable, a successor benchmark rate);


 


(v)     if it is a Fixed Rate Collateral Interest, its acquisition will not cause the aggregate Principal Balance of all Fixed Rate
Collateral Interests to exceed 7.5% of the Aggregate Outstanding Portfolio Balance;


 


(vi)    it has a Moody’s Rating;


 


(vii)   it has a maturity date, assuming the exercise of all extension options (if any) that are exercisable at the option of the
related borrower under the terms of such Collateral Interest, that is not more than five years from the date such Collateral Interest
is acquired by the Issuer (without counting the initial stub interest period for newly originated loans);


 


(viii)  it is not an Equity Interest;


 


(ix)     it is not a ground-up construction loan;


 


(x)     
the Collateral Manager has determined that it has an As-Stabilized LTV that is not greater than (i) in the case of Collateral
Interests secured by Multifamily Properties, 80.0%, (ii) in the case of Collateral Interests secured by Office Properties, Industrial
Properties, Retail Properties, Self-Storage Properties, Manufactured Housing Community Properties, Student Housing Properties
or Mixed-Use Properties, 75.0% and (iii) in the case of Collateral Interests secured by Hospitality Properties, 70.0%; 






    -22- 


     


    

(xi)    
the Collateral Manager has determined that it has an U/W Stabilized NCF DSCR that is not less than (i) in the case of Collateral
Interests secured by Multifamily Properties, 1.15x, (ii) in the case of Collateral Interests secured by Office Properties, Industrial
Properties, Retail Properties, Self-Storage Properties, Manufactured Housing Community Properties, Student Housing Properties and
Mixed-Use Properties, 1.25x, and (iii) in the case of Hospitality Properties, 1.40x;


 


(xii)   
the Collateral Manager has determined that it has an Origination Date As-Is LTV that is not greater than 90%;


 


(xiii)  
the Principal Balance of such Collateral Interest (plus any previously-acquired participation interests in the same
underlying Commercial Real Estate Loan but excluding any participation interests that were included as part of the Closing Date
Collateral Interests) is not greater than $70,000,000;


 


(xiv)  
(A) the Weighted Average Life of the Collateral Interests, assuming the exercise of all contractual extension options (if
any) that are exercisable by the borrower under each Collateral Interest, is less than or equal to the number of years (rounded
to the nearest one hundredth thereof) during the period from such date of determination to 5.50 years from the Closing Date;


 


(B) 
(x) the Weighted Average Spread of the Collateral Interests (excluding
any Fixed Rate Collateral Interest) is not less than 2.75% and (y) the Weighted Average
Coupon of the Fixed Rate Collateral Interests is not less than 5.00%;


 


(C) 
the aggregate Principal Balance of Collateral Interests secured by Mortgaged Properties located in (x) Texas is no more
than 50.0% of the Aggregate Outstanding Portfolio Balance, (y) California, Florida and New York is (in each case) no more than
40.0% of the Aggregate Outstanding Portfolio Balance and (z) any other state is no more than 20.0% of the Aggregate Outstanding
Portfolio Balance; and


 


(D) the
Herfindahl Score is greater than or equal to 14.0;


 


(xv)   the weighted average Moody’s Rating Factor for the
Collateral Interests does not exceed the Moody’s Rating Factor that corresponds to a Moody’s Rating of “Caa1”
following the acquisition of such Collateral Interest;


 


(xvi)  a No Downgrade Confirmation has been received from DBRS Morningstar with respect to the acquisition of such Collateral Interest,
except that such confirmation will not be required with respect to the acquisition of a Funded Companion Participation if (a) the
Issuer already owns a Participation in the same underlying Participated Mortgage Loan and (b) the principal balance of the Funded
Companion Participation being acquired is less than $1,000,000;


 


(xvii)  it will not require the Issuer to make any future payments after the Issuer’s purchase thereof;


 


(xviii)  if
it is a Collateral Interest with a related Future Funding Participation: 






    -23- 


     


    

(A) the
Future Funding Indemnitor has Segregated Liquidity (evidenced by a certification) in an amount at least equal to the greater of
(i) the Largest One Quarter Future Advance Estimate and (ii) the Two Quarter Future Advance Estimate for the immediately following
two calendar quarters (based on the Future Funding Amounts for all outstanding Future Funding Participations related to the Collateral
Interests);


 


(B) 
the maximum principal amount of all Future Funding Participations with respect to all Collateral Interests does not exceed
25.0% of the maximum commitment amount of all Participated Mortgage Loans (which, with respect to each Collateral Interest, will
equal the sum of (i) the related initial Principal Balance, (ii) any related Future Funding Amount) and (iii) the initial principal
balance of any Funded Companion Participation (including any Junior Participation); and


 


(C) 
the maximum principal amount of the related Future Funding Participation does not exceed 40.0% of the maximum principal
amount (including all related funded and unfunded Participations) of the related Participated Mortgage Loan;


 


(xix)  it is not prohibited under its Asset Documents from being purchased by the Issuer and pledged to the Trustee;


 


(xx)   it has not recently been, and is not currently, the subject of discussions between lender and the borrower to amend, modify
or waive any material provision of any of the related Asset Documents in such a manner as would adversely affect the performance
of the related Commercial Real Estate Loan;


 


(xxi)  it is not an interest that, in the Collateral Manager’s reasonable business judgment, has a significant risk of, with
lapse of time or notice, becoming a Defaulted Collateral Interest;


 


(xxii)  it is not a Defaulted Collateral Interest (as determined by the Collateral Manager after reasonable inquiry);


 


(xxiii)  it is Dollar denominated and may not be converted into an obligation payable in any other currencies;


 


(xxiv)  if such Collateral Interest is a Senior Participation, it does not have “buy/sell” rights as a dispute resolution
mechanism;


 


(xxv)   it provides for the repayment of principal at not less than par no later than upon its maturity or upon redemption, acceleration
or its full prepayment;


 


(xxvi)  it is serviced pursuant to the Servicing Agreement or it is serviced by an Accepted Loan Servicer pursuant to a commercial
mortgage servicing arrangement that includes servicing provisions substantially similar to those that are standard in commercial
mortgage-backed securities (“CMBS”) transactions;


 


(xxvii) it
is purchased from the Seller, BSPRT Operating Partnership, or a wholly-owned subsidiary of BSPRT Operating Partnership, and the
requirements set forth in the Indenture regarding the representations and warranties with respect to such Collateral Interest
and the underlying mortgaged property (as applicable) have been met (subject to such exceptions as are reasonably acceptable to
the Collateral Manager); 






    -24- 


     


    

(xxviii) if it is a participation interest, the related Participating Institution is (and any “qualified transferee”
is required to be) any of (1) a “special purpose entity” or a “qualified institutional lender” as such
terms are typically defined in the Asset Documents related to participations; (2) an entity (or a wholly-owned subsidiary of an
entity) that has (y) a long-term unsecured debt rating from Moody’s of “A3” or higher, and (z) a long-term unsecured
debt rating from DBRS Morningstar of “A-” or higher (if rated by DBRS Morningstar, or if not rated by DBRS Morningstar,
an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s)) (3) a securitization trust, a collateralized
loan obligation (“CLO”) issuer or a similar securitization vehicle, or (4) a special purpose entity that is
100% directly or indirectly owned by BSPRT Operating Partnership, for so long as the separateness provisions of its organizational
documents have not been amended (unless the Rating Agency Condition was satisfied in connection with such amendment) (such Participating
Institution, a “Qualified Participating Institution”), and if any Participating Institution is not the Issuer, the
related Asset Documents will be held by a third party custodian;


 


(xxix)  its acquisition will be in compliance with Section 206 of the Advisers Act;


 


(xxx)   its acquisition, ownership, enforcement and disposition will not cause the Issuer to fail to be a Qualified REIT Subsidiary
or other disregarded entity of a REIT unless a No Trade or Business Opinion has previously been received (which opinion may be
conditioned on compliance with certain restrictions on the investment or other activity of the Issuer and/or the Collateral Manager
on behalf of the Issuer);


 


(xxxi)  its acquisition would not cause the Issuer, the Co-Issuer or the pool of Collateral Interests to be required to register
as an investment company under the 1940 Act; and if the borrowers with respect to the Collateral Interest are excepted from the
definition of an “investment company” solely by reason of Section 3(c)(1) of the 1940 Act, then either (x) such Collateral
Interest does not constitute a “voting security” for purposes of the 1940 Act or (y) the aggregate amount of such Collateral
Interest held by the Issuer is less than 10% of the entire issue of such Collateral Interest;


 


(xxxii)  it does not provide for any payments which are or will be subject to deduction or withholding for or on account of any withholding
or similar tax (other than withholding on amendment, modification and waiver fees, late payment fees, commitment fees, exit fees,
extension fees or similar fees), unless the borrower under such Collateral Interest is required to make “gross up”
payments that ensure that the net amount actually received by the Issuer (free and clear of taxes) will equal the full amount that
the Issuer would have received had no such deduction or withholding been required;


 


(xxxiii)  after
giving effect to its acquisition, together with the acquisition of any other Collateral Interests to be acquired (or as to which
a binding commitment to acquire was entered into) on the same date, the aggregate Principal Balance of Collateral Interests held
by the Issuer that are EU/UK Retention Holder Originated Collateral Interests is in excess of 50% of the aggregate Principal Balance
of Collateral Interests held by the Issuer; and 






    -25- 


     


    

(xxxiv)  it is not acquired for the primary purpose of recognizing gains or decreasing losses resulting from market value changes;


 


provided, however,
that (i) for purposes of clauses (ii), (xiv) and (xviii) (other than sub-clause (A) thereof) above, compliance for any acquisition
by the Issuer during the Ramp-Up Acquisition Period shall be determined as of the Ramp-Up Completion Date and (ii) any determination
of a percentage pursuant to the Eligibility Criteria (except for the Weighted Average Spread of all Collateral Interests) shall
be rounded to the nearest 1/10th of one percent.


 


“Eligible
Account”: Either (a) an account maintained with a federal or state chartered depository institution or trust
company or an account or accounts maintained with the Note Administrator that has, in each case, a long-term unsecured debt rating
of at least “Aa3” by Moody’s and short-term rating of “P-1” by Moody’s or (b) a segregated
trust account maintained with the trust department of a federal or state chartered depository institution or trust company acting
in its fiduciary capacity; provided that (i) any such institution or trust company has a long-term unsecured rating
of at least “Baa1” by Moody’s and a capital surplus of at least U.S.$200,000,000 and (ii) any such account
is subject to fiduciary funds on deposit regulations (or internal guidelines) substantially similar to 12 C.F.R. § 9.10(b).


 


“Eligible
Investments”: Any Dollar-denominated investment, the maturity for which corresponds to the Issuer’s expected
or potential need for funds, that, at the time it is Granted to the Trustee (directly or through a Securities Intermediary or bailee)
is Registered and is one or more of the following obligations or securities:


 


(i)             
direct obligations of, and obligations the timely payment of principal of and interest on which is fully and expressly guaranteed
by, the United States, or any agency or instrumentality of the United States, the obligations of which are expressly backed by
the full faith and credit of the United States;


 


(ii)            
demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by, or federal funds sold by,
any depository institution or trust company incorporated under the laws of the United States or any state thereof or the District
of Columbia (including the Note Administrator or the commercial department of any successor Note Administrator, as the case may
be; provided that such successor otherwise meets the criteria specified herein) and subject to supervision and examination
by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depositary institution
or trust company (or, in the case of the principal depositary institution in a holding company system, the commercial paper or
debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment
have a long-term unsecured debt rating of not less than “Aa3” by Moody’s, in the case of long-term debt obligations,
and “P-1” by Moody’s, for short-term debt obligations;


 


(iii)            
unleveraged repurchase or forward purchase obligations with respect to (a) any security described in clause (i)
above or (b) any other security issued or guaranteed by an agency or instrumentality of the United States of America, in
either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above
(including the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; provided
that such Person otherwise meets the criteria specified herein) or entered into with a corporation (acting as principal) whose
long-term unsecured debt rating is not less than “Aa3” by Moody’s, and whose short-term unsecured debt rating
is not less than “P-1” by Moody’s; 






    -26- 


     


    

(iv)            
a reinvestment agreement issued by any bank (if treated as a deposit by such bank) that has a short-term credit rating of
not less than “P-1” by Moody’s; provided that the issuer thereof must also have at the time of such investment
a long-term unsecured debt rating of not less than “Aa3” by Moody’s;


 


(v)         
any money market fund (including those managed or advised by the Note Administrator or its Affiliates) that maintain a constant
asset value and that are rated “Aaa-mf” by Moody’s; and


 


(vi)         
any other investment similar to those described in clauses (i) through (v) above that (1) Moody’s has confirmed
may be included in the portfolio of Assets as an Eligible Investment without adversely affecting its then-current ratings on the
Notes and (2) has a long-term credit rating of not less than “Aa3” by Moody’s and a short-term credit rating
of not less than “P-1” by Moody’s;


 


provided that mortgage-backed securities
and interest only securities shall not constitute Eligible Investments; provided, further, that (a) Eligible
Investments acquired with funds in the Collection Account shall include only such obligations or securities as mature no later
than three Business Days prior to the next Payment Date succeeding the acquisition of such obligations or securities, (b) Eligible
Investments shall not include obligations bearing interest at inverse floating rates, (c) Eligible Investments shall be treated
as indebtedness for U.S. federal income tax purposes and such investment shall not cause the Issuer to fail to be treated as a
Qualified REIT Subsidiary or other disregarded entity of a REIT (unless the Issuer has previously received a No Trade or Business
Opinion, in which case the investment will not cause the Issuer to be treated as a foreign corporation engaged in a trade or business
in the United States for U.S. federal income tax purposes or to otherwise become subject to U.S. federal income tax on a net income
basis), (d) Eligible Investments shall not be subject to deduction or withholding for or on account of any withholding or
similar tax (other than any taxes imposed pursuant to FATCA), unless the payor is required to make “gross up” payments
that ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such obligor
or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding been required,
(e) Eligible Investments shall not be purchased for a price in excess of par and (f) Eligible Investments shall not include
margin stock. Eligible Investments may be purchased from the Trustee and its Affiliates so long as the Trustee has a capital and
surplus of at least U.S.$200,000,000 and has a long-term unsecured credit rating of at least “Baa1” by Moody’s,
and may include obligations for which the Trustee or an Affiliate thereof receives compensation for providing services.


 


“Entitlement
Order”: The meaning specified in Section 8-102(a)(8) of the UCC.


 


“Equity
Interest”: A security or other interest that does not entitle the holder thereof to receive periodic payments
of interest and one or more installments of principal, including (i) any bond or note or similar instrument that is by its
terms convertible into or exchangeable for an equity interest, (ii) any bond or note or similar instrument that includes
warrants or other interests that entitle its holder to acquire an equity interest, or (iii) any other similar instrument
that would not entitle its holder to receive periodic payments of interest or a return of a residual value. 






    -27- 


     


    

“ERISA”:
The United States Employee Retirement Income Security Act of 1974, as amended.


 


“EU/UK
Retention Holder Originated Collateral Interest”: A Collateral Interest that BSPRT Operating Partnership, as the
originator for EU Securitization Laws purposes, either (i) has purchased for its own account and held for a period of not less
than 15 Business Days, or will purchase for its own account and hold for a period of not less than 15 Business Days, prior to selling
or transferring such Collateral Interest to the Issuer or (ii) itself or through related entities, directly or indirectly, was
involved in the original agreement which created such Collateral Interest, in each case, as contemplated by Article 2(3) of the
EU Securitization Regulation.


 


“EU Securitization
Laws”: The EU Securitization Regulation, together with any supplementary regulatory technical standards, implementing
technical standards and any official guidance published in relation thereto by the European Supervisory Authorities, and any implementing
laws or regulations, each as in force on the Closing Date.


 


“EU Securitization
Regulation”: Regulation (EU) 2017/2402 relating to a European framework for simple, transparent and standardized securitization,
as amended, varied or substituted from time to time.


 


“EU/UK Retention
Holder”: BSPRT Operating Partnership.


 


“EU/UK Risk
Retention Letter”: That certain EU/UK Risk Retention Letter, by BSPRT Holder and the Sponsor in favor of the Issuer,
the Co-Issuer, the Placement Agents, the Trustee and the Note Administrator, dated as of the Closing Date.


 


“Euroclear”:
Euroclear Bank S.A./N.V., as operator of the Euroclear system.


 


“European Supervisory
Authorities”: The meaning specified in the EU/UK Risk Retention Letter.


 


“Event
of Default”: The meaning specified in Section 5.1 hereof.


 


“Excepted
Property”: (i) The U.S.$250 proceeds of share capital contributed by BSPRT Holder as the holder of the ordinary
shares of the Issuer, the U.S.$250 representing a profit fee to the Issuer, and, in each case, any interest earned thereon and
the account in which such amounts are held and (ii) the Preferred Share Distribution Account and all of the funds and other
property from time to time deposited in or credited to the Preferred Share Distribution Account.


 


“Exchange
Act”: The Securities Exchange Act of 1934, as amended.


 


“Exchange
Collateral Interest”: The meaning specified in Section 12.1(e) hereof. 






    -28- 


     


    

“Expense
Reserve Account”: The account established pursuant to Section 10.5(a) hereof.


 


“Expense
Year”: Each 12-month period commencing on the Business Day following the Payment Date occurring in January and
ending on the Payment Date occurring in the following December.


 


“FATCA”:
Sections 1471 through 1474 of the Code, the treasury regulations promulgated thereunder, and any related provisions of law,
court decisions, administrative guidance or agreements with any taxing authority (or laws thereof) in respect thereof.


 


“Federal Reserve
Bank of New York’s Website”: The website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Financial
Asset”: The meaning specified in Section 8-102(a)(9) of the UCC.


 


“Financing
Statements”: Financing statements relating to the Collateral naming the Issuer, as debtor, and the Trustee, on
behalf of the Secured Parties, as secured party.


 


“Fixed
Rate Collateral Interest”: A Collateral Interest that bears interest at a fixed rate of interest.


 


“Funded
Companion Participation”: With respect to each Collateral Interest that is a Participation, each related fully
funded companion participation that is not an asset of the Issuer and is not part of the Collateral.


 


“Funded
Participation Interest”: Any fully funded participation interest in a Future Funding Whole Loan, that is acquired
by the Issuer.


 


“Future
Funding Account Control Agreement”: Any account control agreement entered into in accordance with the terms of
the Future Funding Agreement by and among BSPRT Operating Partnership, the Trustee, as secured party, the Note Administrator and
an account bank, as the same may be amended, supplemented or replaced from time to time.


 


“Future
Funding Agreement”: The meaning specified in the Servicing Agreement.


 


“Future
Funding Amount”: With respect to any Future Funding Participation, the amount of the unfunded portion thereof.


 


“Future
Funding Indemnitor”: BSPRT Operating Partnership, and its successors in interest.


 


“Future
Funding Participation”: With respect to each Collateral Interest that is a Funded Participation Interest, the
related future funding companion participation interest, which (unless it is acquired after the Closing Date in accordance with
the terms of this Agreement) is not owned by the Issuer. 






    -29- 


     


    

“Future
Funding Reserve Account”: The meaning specified in the Servicing Agreement.


 


“Future
Funding Whole Loan”: A whole mortgage loan that has been participated into (i) a fully funded participation
interest, which will be held by the Issuer as a Collateral Interest, and (ii) one (1) or more Future Funding Participations,
which (unless later acquired, in whole or in part, in accordance with this Indenture) will not be acquired by the Issuer.


 


“GAAP”:
The meaning specified in Section 6.3(k) hereof.


 


“General
Intangible”: The meaning specified in Section 9-102(a)(42) of the UCC.


 


“Global
Notes”: The Rule 144A Global Notes and the Regulation S Global Notes.


 


“Governing
Documents”: With respect to (i) the Issuer, the memorandum and articles of association of the Issuer, as
amended and restated and/or supplemented and in effect from time to time and (ii) all other Persons, the articles of incorporation,
certificate of incorporation, by-laws, certificate of limited partnership, limited partnership agreement, limited liability company
agreement, certificate of formation, articles of association and similar charter documents, as applicable to any such Person.


 


“Government
Items”: A security (other than a security issued by the Government National Mortgage Association) issued or guaranteed
by the United States of America or an agency or instrumentality thereof representing a full faith and credit obligation of the
United States of America and, with respect to each of the foregoing, that is maintained in book-entry form on the records of a
Federal Reserve Bank.


 


“Grant”:
To grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant
a security interest in and right of setoff against, deposit, set over and confirm. A Grant of the Collateral or of any other security
or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including
without limitation the immediate continuing right to claim, collect, receive and take receipt for principal and interest payments
in respect of the Collateral (or any other security or instrument), and all other amounts payable thereunder, to give and receive
notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings
in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled
to do or receive thereunder or with respect thereto.


 


“Herfindahl
Score”: As of any date of determination, an amount determined by the Collateral Manager by dividing (i) one by (ii)
the sum of the series of products obtained for each Collateral Interest (including any Collateral Interest which is then acquired),
Principal Proceeds collected and not yet distributed and amounts on deposit in the Unused Proceeds Account, by squaring the quotient
of (x) the Principal Balance on such date of each such Collateral Interest and each increment up to $10,000,000 of Principal Proceeds
and amounts in the Unused Proceeds Account and (y) the Aggregate Outstanding Portfolio Balance. 






    -30- 


     


    

“Holder”
or “Securityholder”: With respect to any Note, the Person in whose
name such Note is registered in the Notes Register. With respect to any Preferred Share, the Person in whose name such Preferred
Share is registered in the register maintained by the Share Registrar.


 


“Holder
AML Obligations”: Information and documentation, and any updates, replacement or corrections of such information
or documentation, requested by the Issuer (or its agent, as applicable) to be provided by Securityholders to the Issuer (or its
agent, as applicable) that may be required for the Issuer to achieve AML Compliance.


 


“Hospitality
Property”: A real property (including mixed-use property) as to which the majority of the underwritten revenue
is from hospitality space.


 


“IAI”:
An institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under
Regulation D under the Securities Act or an entity in which all of the equity owners are such “accredited investors.”


 


“Indenture”:
This instrument as originally executed and, if from time to time supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended.


 


“Indenture
Accounts”: The Payment Account, the Reinvestment Account, the Expense Reserve Account, the Custodial Account and
the Unused Proceeds Account.


 


“Independent”:
As to any Person, any other Person (including, in the case of an accountant, or lawyer, a firm of accountants or lawyers and any
member thereof or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material
direct or any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not connected
with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar
functions. “Independent” when used with respect to any accountant may include an accountant who audits the books of
such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person
within the meaning of Rule 101 of the Code of Ethics of the American Institute of Certified Public Accountants.


 


Whenever any Independent
Person’s opinion or certificate is to be furnished to the Trustee or Note Administrator such opinion or certificate shall
state, or shall be deemed to state, that the signer has read this definition and that the signer is Independent within the meaning
hereof.


 


“Industrial
Property”: A real property (including mixed-use property) as to which the majority of the underwritten revenue
is from industrial space.


 


“Inquiry”:
The meaning specified in Section 10.13(a) hereof.


 


“Instrument”:
The meaning specified in Section 9-102(a)(47) of the UCC.


 


“Interest
Accrual Period”: With respect to the Notes and (i) the first Payment Date, the period from and including
the Closing Date to but excluding such first Payment Date and (ii) each successive Payment Date, the period from and including
the immediately preceding Payment Date to, but excluding, such Payment Date. 






    -31- 


     


    

“Interest
Advance”: The meaning specified in Section 10.7(a) hereof.


 


“Interest
Coverage Ratio”: As of any Measurement Date, the number (expressed as a percentage) calculated by dividing:


 


(a)           
(i) the sum of (A) Cash on deposit in the Expense Reserve Account, plus (B) the expected scheduled interest
payments due (in each case regardless of whether the due date for any such interest payment has yet occurred) in the Due Period
in which such Measurement Date occurs on (x) the Collateral Interests (excluding accrued and unpaid interest on Defaulted
Collateral Interests); provided that no interest (or dividends or other distributions) will be included with respect to
any Collateral Interest to the extent that such Collateral Interest does not provide for the scheduled payment of interest (or
dividends or other distributions) in Cash and (y) the Eligible Investments held in the Accounts (whether purchased with Interest
Proceeds or Principal Proceeds), plus (C) Interest Advances, if any, advanced by the Advancing Agent or the Backup
Advancing Agent, with respect to the related Payment Date, minus (ii) any amounts scheduled to be paid pursuant to
Section 11.1(a)(i)(1) through (4) (other than any Collateral Manager Fees that the Collateral Manager has agreed
to waive in accordance with this Indenture and the Collateral Management Agreement); by


 


(b)            
the sum of (i) the scheduled interest on the Class A Notes payable on the Payment Date immediately following such
Measurement Date, plus (ii) any Class A Defaulted Interest Amount payable on the Payment Date immediately following
such Measurement Date, plus (iii) the scheduled interest on the Class A-S Notes payable immediately following
such Measurement Date, plus (iv) any Class A-S Defaulted Interest Amount payable on the Payment Date immediately
following such Measurement Date, plus (v) the scheduled interest on the Class B Notes payable immediately following
such Measurement Date, plus (vi) any Class B Defaulted Interest Amount payable on the Payment Date immediately
following such Measurement Date, plus (vii) the scheduled interest on the Class C Notes payable immediately following such
Measurement Date, plus (viii) any Class C Defaulted Interest Amount payable on the Payment Date immediately following such
Measurement Date, plus (ix) the scheduled interest on the Class D Notes payable immediately following such Measurement Date,
plus (x) any Class D Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date,
plus (xi) the scheduled interest on the Class E Notes payable immediately following such Measurement Date, plus (xii)
any Class E Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date.


 


For purposes of calculating
any Interest Coverage Ratio, (1) the expected interest income on the Collateral Interests and Eligible Investments and the
expected interest payable on the Offered Notes shall be calculated using the interest rates applicable thereto on the applicable
Measurement Date, (2) accrued original issue discount on Eligible Investments shall be deemed to be a scheduled interest
payment thereon due on the date such original issue discount is scheduled to be paid, (3) there will be excluded all scheduled
or deferred payments of interest on or principal of Collateral Interests and any payment that the Collateral Manager has determined
in its reasonable judgment will not be made in Cash or received when due and (4) with respect to any Collateral Interest
as to which any interest or other payment thereon is subject to withholding tax of any relevant jurisdiction, each payment thereon
shall be deemed to be payable net of such withholding tax unless the related borrower is required to make additional payments
to fully compensate the Issuer for such withholding taxes (including in respect of any such additional payments). 






    -32- 


     


    

“Interest
Coverage Test”: The test that will be met as of any Measurement Date on which any Offered Notes remain Outstanding
if the Interest Coverage Ratio as of such Measurement Date is equal to or greater than 120.0000%.


 


“Interest
Distribution Amount”: Each of the Class A Interest Distribution Amount, the Class A-S Interest Distribution
Amount, the Class B Interest Distribution Amount, the Class C Interest Distribution Amount, the Class D Interest Distribution
Amount, the Class E Interest Distribution Amount, the Class F Interest Distribution Amount, the Class G Interest Distribution Amount
and the Class H Interest Distribution Amount.


 


“Interest
Proceeds”: With respect to any Payment Date, (A) the sum (without duplication) of:


 


(1)            
all Cash payments of interest (including any deferred interest and any amount representing the accreted portion of a discount
from the face amount of a Collateral Interest or an Eligible Investment) or other distributions (excluding Principal Proceeds)
received during the related Due Period on all Collateral Interests other than Defaulted Collateral Interests and Eligible Investments,
including, in the Collateral Manager’s commercially reasonable discretion (exercised as of the trade date), the accrued interest
received in connection with a sale of such Collateral Interests or Eligible Investments (to the extent such accrued interest was
not applied to or set aside for the purchase of Reinvestment Collateral Interests or Replenishment Collateral Interests), in each
case, excluding (a) any accrued interest included in Principal Proceeds pursuant to clause (A)(3) or (4) of the definition
of Principal Proceeds and (b) any origination fees and exit fees, which fees will be retained by the Seller and will not be
assigned to the Issuer;


 


(2)            
all make whole premiums, spread maintenance, yield maintenance or prepayment premiums or any interest amount paid in excess
of the stated interest amount of a Collateral Interest received during the related Due Period (e.g., default interest);


 


(3)            
all amendment, modification and waiver fees, late payment fees and other fees and commissions received by the Issuer during
such Due Period in connection with such Collateral Interests and Eligible Investments (to the extent not paid to the Servicer as
additional servicing compensation);


 


(4)            
those funds in the Expense Reserve Account designated as Interest Proceeds by the Collateral Manager pursuant to Section
10.5(a);


 


(5)            
all funds remaining on deposit in the Expense Reserve Account upon redemption of the Notes in whole; 






    -33- 


     


    

(6)          
Interest Advances, if any, advanced by the Advancing Agent or the Backup Advancing Agent, with respect to such Payment Date;


 


(7)            
all Cash payments corresponding to accrued original issue discount on Eligible Investments;


 


(8)          
any interest payments received in Cash by the Issuer during the related Due Period on any asset held by a Permitted Subsidiary
that is not a Defaulted Collateral Interest;


 


(9)            
all payments of principal on Eligible Investments purchased with any other Interest Proceeds;


 


(10)        
Cash and Eligible Investments contributed by BSPRT Holder or an affiliate thereof, so long as BSPRT Holder or an affiliate
that is 100% owned by BSPRT or a subsequent REIT or a “disregarded entity” for U.S. federal income tax purposes of
such REIT holds 100% of the Preferred Shares, pursuant to the terms of this Indenture and designated as “Interest Proceeds”
by BSPRT Holder or such affiliate;


 


(11)          
all other Cash payments received by the Issuer with respect to the Collateral Interests during the related Due Period to
the extent such proceeds are designated “Interest Proceeds” by the Collateral Manager in its sole discretion with notice
to the Trustee on or before the related Determination Date; provided that Interest Proceeds will in no event include any
payment or proceeds specifically defined as “Principal Proceeds” in the definition thereof,


 


minus (B)(1) any fees and other
compensation and reimbursement of expenses and Servicing Advances and interest thereon (but not net of amounts payable pursuant
to any indemnification provisions) to which the Servicer or the Special Servicer are entitled to pursuant to the terms of the Servicing
Agreement (and, with respect to each Non-Serviced Loan, amounts payable to the servicer and special servicer under the applicable
servicing agreement), (2) any reimbursement of Servicing Advances and interest thereon to which a holder of a Non-Acquired Participation
is entitled pursuant to the related Participation Agreement and (3) the aggregate amount of Interest Proceeds that were previously
applied to reimburse any Nonrecoverable Interest Advances to the Advancing Agent or the Backup Advancing Agent.


 


“Interest
Shortfall”: The meaning set forth in Section 10.7(a) hereof.


 


“Investor
Certification”: A certificate, substantially in the form of Exhibit R-1 or Exhibit R-2 hereto,
representing that such Person executing the certificate is a Noteholder, a beneficial owner of a Note, a holder of a Preferred
Share or a prospective purchaser of a Note or a Preferred Share and that either (a) such Person is not an agent of, or an
investment advisor to, any borrower or affiliate of any borrower under a Commercial Real Estate Loan, in which case such person
will have access to all the reports and information made available to Noteholders or Preferred Shareholders under this Indenture,
or (b) such Person is an agent or Affiliate of, or an investment advisor to, any borrower under a Commercial Real Estate
Loan, in which case such person will only receive access to the Monthly Report. The Investor Certification may be submitted electronically
by means of the Note Administrator’s website. The Investor Certification may be submitted electronically by means of the
Note Administrator’s Website. 






    -34- 


     


    

“Investor
Q&A Forum”: The meaning specified in Section 10.13(a) hereof.


 


“ISDA Definitions”:
The 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.


 


“ISDA Fallback
Adjustment”: The spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to
the Benchmark for the applicable tenor.


 


“ISDA Fallback
Rate”: The rate that would apply for derivatives transactions referencing the ISDA
Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor
excluding the applicable ISDA Fallback Adjustment.


 


“Issuer”:
BSPRT 2021-FL6 Issuer, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, until
a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer”
shall mean such successor Person.


 


“Issuer
Order” and “Issuer Request”: A written order or request
(which may be in the form of a standing order or request) dated and signed in the name of the Issuer (and the Co-Issuer, if applicable)
by an Authorized Officer of the Issuer (and by an Authorized Officer of the Co-Issuer, if applicable), or by an Authorized Officer
of the Collateral Manager on behalf of the Issuer. For the avoidance of doubt, an order or request provided in an email (or other
electronic communication) sent by an Authorized Officer of the Issuer, Co-Issuer or Collateral Manager, as applicable, shall constitute
an Issuer Order, in each case except to the extent that the Trustee or Note Administrator reasonably requests otherwise.


 


“Junior
Participation”: One or more junior participation interests (or B Notes) in an Underlying Whole Loan pursuant to
a participation agreement (or intercreditor agreement), in which the related Senior Participation is a Collateral Interest that
has been acquired by the Issuer.


 


“LIBOR”:
The meaning set forth in Schedule B attached hereto.


 


“LIBOR
Determination Date”: The meaning set forth in Schedule B attached hereto.


 


“Liquidation
Fee”: The meaning specified in the Servicing Agreement.


 


“LLC
Managers”: The managers of the Co-Issuer duly appointed by the sole member of the Co-Issuer (or, if there is
only one manager of the Co-Issuer so duly appointed, such sole manager). 






    -35- 


     


    

“Loan Specific
Acquisition Criteria”: The criteria set forth below with respect to a Ramp-Up Collateral Interest, a Reinvestment Collateral
Interest or a Replenishment Collateral Interest that consists of a Funded Companion Participation related to the Closing Date Collateral
Interest identified on Schedule A hereto as Palms on Lamar, compliance with which shall be evidenced by an Officer's Certificate
of the Collateral Manager delivered to the Trustee as of the date of such acquisition:


 


		(i)	the underlying Commercial Real Estate Loan is not a Defaulted Commercial Real Estate Loan or a
Specially Serviced Loan;



 


		(ii)	the Funded Companion Participation will not be a Credit Risk Collateral Interest;



 


		(iii)	the requirements set forth in the Indenture regarding the representations and warranties with respect
to such Funded Companion Participation and the related Mortgaged Property have been met (subject to such exceptions as are reasonably
acceptable to the Collateral Manager);



 


		(iv)	the acquisition of such Funded Companion Participation will be at a price no greater than the outstanding
principal balance of such Funded Companion Participation; and



 


		(v)	a No Downgrade Confirmation has been received from DBRS Morningstar with respect to the acquisition
of such Funded Companion Participation.



 


“London
Banking Day”: The meaning set forth in Schedule B attached hereto.


 


“Loss
Value Payment”: A Cash payment made to the Issuer by the Seller in connection with a Material Breach of a representation
or warranty with respect to any Collateral Interest pursuant to the Collateral Interest Purchase Agreement in an amount that the
Collateral Manager on behalf of the Issuer, subject to the consent of a majority of the holders of each Class of Notes (excluding
any Note held by the Seller or any of its Affiliates), determines is sufficient to compensate the Issuer for such Material Breach
of representation or warranty, which Loss Value Payment will be deemed to cure such Material Breach.


 


“Majority”:
With respect to (i) any Class of Notes, the Holders of more than 50% of the Aggregate Outstanding Amount of the Notes of such
Class; and (ii) the Preferred Shares, the Preferred Shareholders representing more than 50% of the aggregate Notional Amount
of the Preferred Shares.


 


“Manufactured
Housing Community Property”: A real property (including mixed-use property) as to which the majority of the underwritten
revenue is from manufactured housing pad site units.


 


“Material
Breach”: With respect to each Collateral Interest, the meaning specified in the Collateral Interest Purchase Agreement.


 


“Material
Document Defect”: With respect to each Collateral Interest, the meaning specified in the Collateral Interest
Purchase Agreement. 






    -36- 


     


    

“Maturity”:
With respect to any Note, the date on which the unpaid principal of such Note becomes due and payable as therein or herein provided,
whether at the Stated Maturity Date or by declaration of acceleration or otherwise.


 


“Measurement
Date”: Any of the following: (i) the Closing Date, (ii) the date of acquisition or disposition of any
Collateral Interest, (iii) any date on which any Collateral Interest becomes a Defaulted Collateral Interest, (iv) each
Determination Date and (v) with reasonable notice to the Issuer, the Collateral Manager and the Note Administrator, any other
Business Day that the Rating Agencies or the Holders of at least 66-2⁄3% of the Aggregate Outstanding Amount of any Class of
Notes requests be a “Measurement Date”; provided that if any such date would otherwise fall on a day that is
not a Business Day, the relevant Measurement Date will be the immediately preceding Business Day.


 


“Minnesota
Collateral”: The meaning specified in Section 3.3(b)(ii) hereof.


 


“Mixed-Use
Property” means a real property secured by real property with five or more residential units (including mixed-use,
multifamily/office and multifamily/retail), office space, industrial space, retail space, hospitality space, self-storage space
and/or pad sites for manufactured homes as to which no such property type represents a majority of the underwritten revenue.


 


“Modified
Collateral Interest”: Any Collateral Interest that is a Modified Commercial Real Estate Loan or a participation
interest in a Modified Commercial Real Estate Loan.


 


“Modified
Commercial Real Estate Loan”: A Commercial Real Estate Loan that has been modified by the Special Servicer pursuant
to the Servicing Agreement in a manner that:


 


(a)            
except as expressly contemplated by the related Asset Documents, reduces or delays in a material and adverse manner the
amount or timing of any payment of principal or interest due thereon;


 


(b)            
except as expressly contemplated by the related Asset Documents, results in a release of the lien of the mortgage on any
material portion of the related Mortgaged Property without a corresponding principal prepayment in an amount not less than the
fair market value (as is), as determined by an appraisal delivered to the Special Servicer (at the expense of the related borrower
and upon which the Special Servicer may conclusively rely), of the property to be released; or


 


(c)            
in the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for
such Commercial Real Estate Loan or reduces the likelihood of timely payment of amounts due thereon;


 


provided that
no Commercial Real Estate Loan that is subject to a Significant Modification that satisfies the Significant Modification Criteria
shall become a Modified Commercial Real Estate Loan solely as a result of such Significant Modification.


 


“Monthly
Report”: The meaning specified in Section 10.9(a) hereof. 






    -37- 


     


    

“Moody’s”:
Moody’s Investors Service, Inc., and its successors in interest.


 


“Moody’s
Rating Factor”: With respect to any Collateral Interest, the number set forth in the table below opposite the
Moody’s Rating of such Collateral Interest:


 


	
        Moody’s
Rating 
	 	Moody’s Rating Factor 


	 	
        Moody’s
Rating 
	 	Moody’s Rating Factor 



	Aaa	 	1	 	 	Ba1	 	940	 
	Aa1	 	10	 	 	Ba2	 	1,350	 
	Aa2	 	20	 	 	Ba3	 	1,766	 
	Aa3	 	40	 	 	B1	 	2,220	 
	A1	 	70	 	 	B2	 	2,720	 
	A2	 	120	 	 	B3	 	3,490	 
	A3	 	180	 	 	Caa1	 	4,770	 
	Baa1	 	260	 	 	Caa2	 	6,500	 
	Baa2	 	360	 	 	Caa3	 	8,070	 
	Baa3	 	610	 	 	Ca or lower	 	10,000	 


 


“Moody’s
Recovery Rate”: With respect to each Commercial Real Estate Loan, the rate specified in the table set forth below
with respect to the property type of the related Mortgaged Property or Mortgaged Properties:


 


	Property Type	 	Moody’s Recovery Rate	 
	Industrial, multifamily (including student housing) and anchored retail properties	 	 	60	%
	Office, unanchored retail and self-storage properties	 	 	55	%
	Hospitality properties	 	 	45	%
	Manufactured housing community and all other property types	 	 	40	%



 


“Moody’s
Weighted Average Rating Factor”: An amount determined by (i) summing the products obtained by multiplying
the Principal Balance of each Collateral Interest (excluding any Defaulted Collateral Interest) by its Moody’s Rating Factor
and (ii) dividing such sum by the aggregate outstanding Principal Balance of all such Collateral Interests (excluding any
Defaulted Collateral Interest) and rounding the result up to the nearest whole number.


 


“Mortgage
Loan”: Any Whole Loan or Participated Mortgage Loan, as applicable and as the context may require.


 


“Mortgaged
Property”: With respect to any Commercial Real Estate Loan, the commercial, multifamily and/or manufactured housing
community mortgaged property or properties securing such Commercial Real Estate Loan.


 


“Multifamily
Property”: A real property with five or more residential rental units (including student housing, mixed-use,
multifamily/office and multifamily/retail) as to which the majority of the underwritten revenue is from residential rental units. 






    -38- 


     


    

“NCP Cash Purchase”:
The meaning set forth in Section 12.1(d)(ii) hereof.


 


“Net
Outstanding Portfolio Balance”: On any Measurement Date, the sum (without duplication) of:


 


(i)             
the Aggregate Principal Balance of the Collateral Interests (other than Modified Collateral Interests and Defaulted Collateral
Interests);


 


(ii)            
the Aggregate Principal Balance (i) all Principal Proceeds held as cash and Eligible Investments in the accounts established
under the Indenture and the Servicing Agreement and (ii) all amounts held as Cash or Eligible Investments in the Unused Proceeds
Account; and


 


(iii)           
with respect to each Modified Collateral Interest and Defaulted Collateral Interest, the Calculation Amount of such Collateral
Interest;


 


provided, however, that (i)
for any Collateral Interest for which the purchase price paid by the Issuer is less than 95% of its Principal Balance at acquisition,
the purchase price (instead of the Principal Balance) of such Collateral Interest will be used in calculating the Net Outstanding
Portfolio Balance in clause (a) above, (ii) with respect to each Defaulted Collateral Interest that has been owned by the Issuer
for more than three years after becoming a Defaulted Collateral Interest, the Principal Balance of such Defaulted Collateral Interest
will be zero for purposes of computing the Net Outstanding Portfolio Balance and (iii) in the case of a Collateral Interest subject
to a Credit Risk/Defaulted Collateral Interest Cash Purchase or an exchange for an Exchange Collateral Interest, the Collateral
Manager will have 45 days to exercise such purchase or exchange and during such period such Collateral Interest will not be treated
as a Defaulted Collateral Interest for purposes of computing the Net Outstanding Portfolio Balance.


 


“No
Downgrade Confirmation”: A confirmation from a Rating Agency that any proposed action, or failure to act or other
specified event will not, in and of itself, result in the downgrade or withdrawal of the then-current rating assigned to any Class
of Notes then rated by such Rating Agency; provided that if the Requesting Party receives a written waiver or acknowledgment
indicating its decision not to review the matter for which the No Downgrade Confirmation is sought, then the requirement to receive
a No Downgrade Confirmation from the Rating Agency with respect to such matter shall not apply. For the purposes of this definition,
any confirmation, waiver, request, acknowledgment or approval which is required to be in writing may be in the form of electronic
mail. Notwithstanding anything to the contrary set forth in this Agreement, at any time during which the Notes are no longer rated
by a Rating Agency, no No Downgrade Confirmation shall be required from such Rating Agency under this Agreement.


 


“No
Entity-Level Tax Opinion”: An opinion of Cadwalader, Wickersham & Taft LLP or another nationally recognized
tax counsel experienced in such matters that the Issuer will not be treated as a foreign corporation engaged in a trade or business
in the United States for U.S. federal income tax purposes or otherwise become subject to U.S. federal income tax on a net income
basis, which opinion may be conditioned on compliance with certain restrictions on the investment or other activities of the Issuer
and the Collateral Manager on behalf of the Issuer. 






    -39- 


     


    

“No
Trade or Business Opinion”: An opinion of Cadwalader, Wickersham & Taft LLP or another nationally recognized
tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that is not engaged in a trade
or business in the United States for U.S. federal income tax purposes, which opinion may be conditioned on compliance with certain
restrictions on the investment or other activities of the Issuer and the Collateral Manager on behalf of the Issuer.


 


“Non-Acquired
Participation”: Any Future Funding Participation or Funded Companion Participation that is not acquired by the
Issuer.


 


“Non-call
Period”: The period from the Closing Date to and including the Business Day immediately preceding the Payment
Date in March 2023 during which no Optional Redemption is permitted to occur.


 


“Non-Permitted
AML Holder”: The meaning specified in Section 2.13(c) hereof.


 


“Non-Permitted
Holder”: The meaning specified in Section 2.13(b) hereof.


 


“Non-Serviced
Loans”: The underlying Mortgage Loan related to the Collateral Interest identified on Schedule A as
Cheyenne Industrial, together with the underlying Mortgage Loans related to any Collateral Interest acquired by the Issuer after
the Closing Date that is subject to a separate servicing agreement.


 


“Nonrecoverable
Interest Advance”: Any Interest Advance previously made or proposed to be made pursuant to Section 10.7
hereof that the Advancing Agent or the Backup Advancing Agent, as applicable, has determined in its sole discretion, exercised
in good faith, that the amount so advanced or proposed to be advanced plus interest expected to accrue thereon, will not
be ultimately recoverable from subsequent payments or collections with respect to the Collateral Interests.


 


“Note
Administrator”: The meaning specified in the preamble to this Agreement.


 


“Note
Administrator’s Website”: Initially, https://pivot.usbank.com; provided that such address may change
upon notice by the Note Administrator to the parties hereto, the 17g-5 Information Provider and Noteholders.


 


“Note
Interest Rate”: With respect to the Class A Notes, the Class A Rate, with respect to the Class A-S
Notes, the Class A-S Rate, with respect to the Class B Notes, the Class B Rate, with respect to the Class C
Notes, the Class C Rate, with respect to the Class D Notes, the Class D Rate, with respect to the Class E Notes,
the Class E Rate, with respect to the Class F Notes, the Class F Rate, with respect to the Class G Notes, the
Class G Rate and with respect to the Class H Notes, the Class H Rate.


 


“Note
Protection Tests”: The Par Value Test and the Interest Coverage Test.


 


“Noteholder”:
The Person in whose name such Note is registered in the Notes Register. 






    -40- 


     


    

“Notes”:
The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes,
the Class F Notes, the Class G Notes and the Class H Notes, collectively, authorized by, and authenticated and delivered under,
this Indenture.


 


“Notes
Register” and “Notes Registrar”: The respective meanings
specified in Section 2.5(a) hereof.


 


“Notional
Amount”: In respect of the Preferred Shares, the per share notional amount as provided in the Preferred Share
Paying Agency Agreement. The aggregate Notional Amount of the Preferred Shares on the Closing Date will be U.S.$54,250,000.


 


“NRSRO”:
Any nationally recognized statistical rating organization, including the Rating Agencies.


 


“NRSRO
Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially
in the form attached hereto as Exhibit N or (b) provided electronically and executed by an NRSRO by means of a click-through
confirmation on the 17g-5 Website.


 


“Offered
Notes”: The Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class
D Notes and the Class E Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.


 


“Offering
Memorandum”: The Offering Memorandum, dated March 15, 2021, relating to the offering of the Class A Notes,
the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.


 


“Office
Property”: A real property (including mixed-use property) as to which the majority of the underwritten revenue
is from office space.


 


“Officer”:
With respect to any company, corporation or limited liability company, including the Issuer, the Co-Issuer and the Collateral Manager,
any Director, Manager, the Chairman of the Board of Directors, the President, any Senior Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer or General Partner of such entity; and with respect
to the Trustee or Note Administrator, any Trust Officer; and with respect to the Servicer or the Special Servicer, a “Responsible
Officer” (as defined in the Servicing Agreement).


 


“Officer’s
Certificate”: With respect to the Issuer, the Co-Issuer, the Collateral Manager and the Servicer, any certificate
executed by an Authorized Officer thereof.


 


“Opinion
of Counsel”: A written opinion addressed to the Trustee and the Note Administrator and, if required by the terms
hereof, the Rating Agencies (each, a “Recipient”) in form and substance
reasonably satisfactory to each Recipient, of an outside third party counsel of national recognition (or the Cayman Islands, in
the case of an opinion relating to the laws of the Cayman Islands), which attorney may, except as otherwise expressly provided
in this Indenture, be counsel for the Issuer, and which attorney shall be reasonably satisfactory to the Trustee and the Note
Administrator. Whenever an Opinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel
who are so admitted and so satisfactory which opinions of other counsel shall accompany such Opinion of Counsel and shall either
be addressed to each Recipient or shall state that each Recipient shall each be entitled to rely thereon. 






    -41- 


     


    

“Optional
Redemption”: The meaning specified in Section 9.1(c) hereof.


 


“Origination
Date As-Is LTV”: With respect to any Collateral Interest, the ratio, expressed as a percentage, as calculated by the
Collateral Manager in accordance with the Collateral Management Standard, of the Principal Balance of such Collateral Interest
(including the Principal Balance of any Funded Companion Participation that is pari passu in right of repayment and any
Collateral Interest that is cross-collateralized with the subject Collateral Interest) as of the date of origination to the “as-is”
value estimate of the related Mortgaged Property (and any Mortgaged Property cross-collateralizing the subject Collateral Interest)
as reflected in an appraisal that was obtained not more than six (6) months prior to the date of origination.


 


“Outstanding”:
With respect to the Notes, as of any date of determination, all of the Notes or any Class of Notes, as the case may be, theretofore
authenticated and delivered under this Indenture except:


 


(i)             
Notes theretofore canceled by the Notes Registrar or delivered to the Notes Registrar for cancellation;


 


(ii)           
Notes or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably
deposited with the Note Administrator or the Paying Agent in trust for the Holders of such Notes pursuant to Section 4.1(a)(ii);
provided that, if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant
to this Indenture;


 


(iii)           
Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture,
unless proof satisfactory to the Note Administrator is presented that any such Notes are held by a Holder in due course; and


 


(iv)           
Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Notes have been issued as provided
in Section 2.6;


 


provided that in determining whether
the Noteholders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, (x) Notes owned by the Issuer, the Co-Issuer or any Affiliate thereof shall be disregarded and
deemed not to be Outstanding, except that Notes so owned that have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and
that the pledgee is not the Issuer, the Co-Issuer or any other obligor upon the Notes or any Affiliate of the Issuer, the Co-Issuer,
the Collateral Manager or such other obligor and (y) in relation to (i) the exercise by the Noteholders of their right,
in connection with certain Events of Default, to accelerate amounts due under the Notes and (ii) any amendment or other modification
of, or assignment or termination of, any of the express rights or obligations of the Collateral Manager under the Collateral Management
Agreement or the Indenture, Notes owned by the Collateral Manager or any of its Affiliates, or by any accounts managed by them,
will be disregarded and deemed not to be Outstanding. The Note Administrator and the Trustee will be entitled to rely on certificates
from Noteholders to determine any such affiliations and shall be protected in so relying, except to the extent that a Trust Officer
of the Trustee or Note Administrator, as applicable, has actual knowledge of any such affiliation. 






    -42- 


     


    

“Par
Purchase Price”: With respect to a Collateral Interest, the sum of (A) the Principal Balance of such Collateral
Interest as of the date of purchase; plus (B) all accrued and unpaid interest on such Collateral Interest at the related
interest rate to but not including the date of purchase; plus (C) all related unreimbursed Servicing Advances and accrued
and unpaid interest on such Servicing Advances at the Advance Rate, plus (D) all Special Servicing Fees and either
Workout Fees or Liquidation Fees (but not both) allocable to such Collateral Interest; plus (E) all unreimbursed expenses
incurred by the Issuer (and if applicable, the Seller), the Servicer and the Special Servicer in connection with such Collateral
Interest.


 


“Par
Value Ratio”: As of any Measurement Date, the number (expressed as a percentage) calculated by dividing
(a) the Net Outstanding Portfolio Balance on such Measurement Date by (b) the sum of the Aggregate Outstanding Amount
of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class
E Notes and the amount of any unreimbursed Interest Advances.


 


“Par
Value Test”: A test that will be satisfied as of any Measurement Date on which any Offered Notes remain outstanding
if the Par Value Ratio on such Measurement Date is equal to or greater than 117.37%.


 


“Participated
Mortgage Loan”: Any mortgage loan of which a Participation represents an interest.


 


“Participated
Mortgage Loan Collection Account”: The meaning specified in the Servicing Agreement.


 


“Participating
Institution”: With respect to any Participation, the entity that holds legal title to the participated asset.


 


“Participation”:
Any Senior Participation or Junior Participation.


 


“Participation
Agreement”: With respect to each Participated Mortgage Loan, the participation agreement (or intercreditor agreement)
that governs the rights and obligations of the holders of the related Participation, each related Future Funding Participation
and/or each related Funded Companion Participation.


 


“Paying
Agent”: The Note Administrator, in its capacity as Paying Agent hereunder, authorized by the Issuer and the Co-Issuer,
with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes, the Class G Notes and the Class H Notes, to
pay the principal of or interest on any Notes on behalf of the Issuer and the Co-Issuer as specified in Section 7.2 hereof.


 


“Payment
Account”: The payment account established by the Note Administrator pursuant to Section 10.3 hereof. 






    -43- 


     


    

“Payment
Date”: The 15th day of each month (or, if such day is not a Business Day, the next succeeding Business
Day), commencing on the Payment Date in April 2021 and ending on the Stated Maturity Date unless the Notes are redeemed or repaid
prior thereto.


 


“Permitted
Subsidiary”: Any one or more single purpose entities that are wholly-owned by the Issuer and are established exclusively
for the purpose of taking title to mortgage, real estate or any Sensitive Asset in connection, in each case, with the exercise
of remedies or otherwise.


 


“Person”:
An individual, corporation (including a business trust), partnership, limited liability company, joint venture, association, joint
stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision
thereof.


 


“Placement
Agency Agreement”: The placement agreement relating to the Notes dated as of the Closing Date by and among the
Issuer, the Co-Issuer, BSPRT, BSPRT Operating Partnership and the Placement Agents.


 


“Placement
Agents”: Wells Fargo Securities and Barclays.


 


“Pledged
Collateral Interest”: On any date of determination, any Collateral Interest that has been Granted to the Trustee
and not been released from the lien of this Indenture pursuant to Section 10.10 hereof.


 


“Preferred
Share Distribution Account”: A segregated account established and designated as such by the Preferred Share Paying
Agent pursuant to the Preferred Share Paying Agency Agreement.


 


“Preferred
Share Paying Agency Agreement”: The Preferred Share Paying Agency Agreement, dated as of the Closing Date, among
the Issuer, the Preferred Share Paying Agent relating to the Preferred Shares and the Share Registrar, as amended from time to
time in accordance with the terms thereof.


 


“Preferred
Share Paying Agent”: U.S. Bank, National Association, solely in its capacity as Preferred Share Paying Agent under
the Preferred Share Paying Agency Agreement and not individually, unless a successor Person shall have become the Preferred Share
Paying Agent pursuant to the applicable provisions of the Preferred Share Paying Agency Agreement, and thereafter Preferred Share
Paying Agent shall mean such successor Person.


 


“Preferred
Shareholder”: A registered owner of Preferred Shares as set forth in the share register maintained by the Share
Registrar.


 


“Preferred
Shares”: The preferred shares issued by the Issuer concurrently with the issuance of the Notes.


 


“Principal
Balance” or “par”: With respect to any Commercial
Real Estate Loan, Collateral Interest or Eligible Investment, as of any date of determination, the outstanding principal amount
of such Commercial Real Estate Loan, Collateral Interest (as reduced by all payments or other collections of principal received
or deemed received, and any principal forgiven by the Special Servicer and other principal losses realized, on such Collateral
Interest during the related collection period) or Eligible Investment; provided that the Principal Balance of any Eligible
Investment that does not pay Cash interest on a current basis will be the accreted value thereof. 






    -44- 


     


    

“Principal
Proceeds”: With respect to any Payment Date, (A) the sum (without duplication) of:


 


(1)              
all principal payments (including Unscheduled Principal Payments and any casualty or condemnation proceeds and any proceeds
from the exercise of remedies (including liquidation proceeds)) received during the related Due Period in respect of (a) Eligible
Investments (other than Eligible Investments purchased with Interest Proceeds, Eligible Investments in the Expense Reserve Account
and any amount representing the accreted portion of a discount from the face amount of a Collateral Interest or an Eligible Investment)
and (b) Collateral Interests as a result of (i) a maturity, scheduled amortization or mandatory prepayment on a Collateral
Interest, (ii) optional prepayments made at the option of the related borrower, (iii) recoveries on Defaulted Collateral
Interests, or (iv) any other principal payments received with respect to Collateral Interests;


 


(2)              
Sale Proceeds received during such Due Period in respect of sales in accordance with the Transaction Documents and excluding
(i) accrued interest included in Sale Proceeds, (ii) any reimbursement of expenses included in such Sale Proceeds and
(iii) any portion of such Sale Proceeds that are in excess of the outstanding Principal Balance of the related Collateral
Interest or Eligible Investment;


 


(3)              
any interest received during such Due Period on such Collateral Interests or Eligible Investments to the extent such interest
constitutes proceeds from accrued interest purchased with Principal Proceeds other than accrued interest purchased by the Issuer
on or prior to the Closing Date;


 


(4)              
all Cash payments of interest received during such Due Period on Defaulted Collateral Interests;


 


(5)              
any principal payments received in cash by the Issuer during the related Due Period on any asset held by a Permitted Subsidiary;


 


(6)              
any Loss Value Payment received by the Issuer from the Seller during the related Due Period;


 


(7)              
after the Ramp-Up Completion Date, all amounts in the Unused Proceeds Account;


 


(8)              
Cash and Eligible Investments contributed by BSPRT Holder or an affiliate thereof, so long as BSPRT Holder or an affiliate
that is 100% owned by BSPRT or a subsequent REIT or a “disregarded entity” of such REIT for U.S. federal income tax
purposes or such REIT holds 100% of the Preferred Shares, pursuant to the terms of the Indenture and designated as “Principal
Proceeds” by BSPRT Holder or such affiliate; and 






    -45- 


     


    

(9)              
Cash and Eligible Investments transferred from the Reinvestment Account to the Payment Account pursuant to Section 10.2;


 


minus (B) the aggregate amount
of (1) any Nonrecoverable Interest Advances that were not previously reimbursed to the Advancing Agent or the Backup Advancing
Agent from Interest Proceeds related to such Payment Date and (2) any amounts paid to the Servicer or Special Servicer pursuant
to the terms of the Servicing Agreement out of amounts that would otherwise be Principal Proceeds;


 


provided that in no event will Principal
Proceeds include any proceeds from the Excepted Property.


 


“Priority
of Payments”: The meaning specified in Section 11.1(a) hereof.


 


“Privileged
Person”: Any of the following: the Placement Agents, the Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Note Administrator, the Seller, the Collateral Manager, the Advancing Agent, the Benchmark Agent, any person who provides
the Note Administrator with an Investor Certification and any Rating Agency or other NRSRO that delivers an NRSRO certification
to the Note Administrator (which Investor Certification and NRSRO certification may be submitted electronically by means of the
Note Administrator’s website).


 


“Proceeding”:
Any suit in equity, action at law or other judicial or administrative proceeding.


 


“QIB”:
A “qualified institutional buyer” as defined in Rule 144A.


 


“Qualified
Purchaser”: A “qualified purchaser” within the meaning of Section 2(a)(51) of the 1940 Act or
an entity owned exclusively by one or more such “qualified purchasers.”


 


“Qualified
REIT Subsidiary”: A corporation that, for U.S. federal tax purposes, is wholly-owned by a real estate investment
trust under Section 856(i)(2) of the Code.


 


“Ramp-Up
Acquisition Period”: The period from the Closing Date until the Ramp-Up Completion Date.


 


“Ramp-Up
Completion Date”: The date that is the earliest of:


 


(i)            
 the 180th day after the Closing Date;


 


(ii)            
the first date on which all funds in the Unused Proceeds Account have been used to purchase Ramp-Up Collateral Interests;
and


 


(iii)          the
date that the Collateral Manager determines, in its sole discretion, and notifies the Trustee of such determination, that investment
in Ramp-Up Collateral Interests is no longer practical or desirable. 






    -46- 


     


    

“Ramp-Up
Completion Date Report”: The meaning specified in Section 7.19(b) hereof.


 


“Ramp-Up
Collateral Interest”: Any Collateral Interest acquired by the Issuer during the Ramp-Up Acquisition Period with
funds from the Unused Proceeds Account that satisfies the Eligibility Criteria.


 


“Ramp-Up
Remaining Balance”: All amounts held as cash or Eligible Investments in the Unused Proceeds Account, excluding any amounts
intended for the Collateral Interest identified on Schedule A hereto as
Landmark Building.


 


“Rating
Agencies”: Moody’s and DBRS Morningstar and any successor thereto, or, with respect to the Collateral generally,
if at any time Moody’s or DBRS Morningstar or any such successor ceases to provide rating services with respect to the Notes
or certificates similar to the Notes, any other NRSRO selected by the Issuer and reasonably satisfactory to a Majority of the Notes
voting as a single Class.


 


“Rating
Agency Condition”: A condition that is satisfied if:


 


(a)            
the party required to satisfy the Rating Agency Condition (the “Requesting Party”)
has made a written request to a Rating Agency for a No Downgrade Confirmation; and


 


(b)            
any one of the following has occurred:


 


(i)             
a No Downgrade Confirmation has been received; or


 


(ii)            
(A)            within ten (10) Business Days of such request being sent to such Rating Agency, such Rating Agency has not replied
to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving
the requirement for confirmation;


 


 (B)             
the Requesting Party has confirmed that such Rating Agency has received the confirmation request;


 


 (C)             
the Requesting Party promptly requests the No Downgrade Confirmation a second time; and


 


 (D)            
there is no response to either confirmation request within five (5) Business Days of such second request.


 


“Rating
Agency Test Modification”: The meaning specified in Section 12.4 hereof.


 


“Rating
Confirmation Failure”: The meaning specified in Section 7.19(b) hereof.


 


“Record
Date”: With respect to any Holder and any Payment Date, the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Payment Date occurs; provided that the Record Date with respect
to the first Payment Date shall be the Closing Date. 






    -47- 


     


    

“Redemption
Date”: Any Payment Date specified for a redemption of the Securities pursuant to Section 9.1 hereof.


 


“Redemption
Date Statement”: The meaning specified in Section 10.9(d) hereof.


 


“Redemption
Price”: The Redemption Price of each Class of Notes or the Preferred Shares, as applicable, on a Redemption Date
will be calculated as follows:


 


Class A Notes.
The redemption price for the Class A Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class A Notes to be redeemed, together with the Class A Interest Distribution Amount (plus
any Class A Defaulted Interest Amount) due on the applicable Redemption Date;


 


Class A-S Notes.
The redemption price for the Class A-S Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class A-S Notes to be redeemed, together with the Class A-S Interest Distribution Amount (plus any Class
A-S Defaulted Interest Amount) due on the applicable Redemption Date.


 


Class B Notes.
The redemption price for the Class B Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class B Notes to be redeemed, together with the Class B Interest Distribution Amount (plus
any Class B Defaulted Interest Amount) due on the applicable Redemption Date;


 


Class C Notes.
The redemption price for the Class C Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class C Notes (including any Class C Deferred Interest) to be redeemed, together with the Class C
Interest Distribution Amount (plus any Class C Defaulted Interest Amount) due on the applicable Redemption Date;


 


Class D Notes.
The redemption price for the Class D Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class D Notes (including any Class D Deferred Interest) to be redeemed, together with the Class D
Interest Distribution Amount (plus any Class D Defaulted Interest Amount) due on the applicable Redemption Date;


 


Class E Notes.
The redemption price for the Class E Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class E Notes (including any Class E Deferred Interest) to be redeemed, together with the Class E
Interest Distribution Amount (plus any Class E Defaulted Interest Amount) due on the applicable Redemption Date;


 


Class F Notes.
The redemption price for the Class F Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class F Notes (including any Class F Deferred Interest) to be redeemed, together with the Class F
Interest Distribution Amount (plus any Class F Defaulted Interest Amount) due on the applicable Redemption Date; 






    -48- 


     


    

Class G Notes.
The redemption price for the Class G Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class G Notes (including any Class G Deferred Interest) to be redeemed, together with the Class G
Interest Distribution Amount (plus any Class G Defaulted Interest Amount) due on the applicable Redemption Date; and


 


Class H Notes.
The redemption price for the Class H Notes will be calculated on the related Determination Date and will equal the Aggregate
Outstanding Amount of the Class H Notes (including any Class H Deferred Interest) to be redeemed, together with the Class H
Interest Distribution Amount (plus any Class H Defaulted Interest Amount) due on the applicable Redemption Date; and


 


Preferred Shares.
The redemption price for the Preferred Shares will be calculated on the related Determination Date and will be equal to the sum
of all net proceeds of the sale of the Collateral in accordance with Article 12 hereof and Cash (other than the Issuer’s
rights, title and interest in the property described in clause (i) of the definition of “Excepted Property”),
if any, remaining after payment of all amounts and expenses, including payments made in respect of the Notes, described under clauses (1)
through (20) of Section 11.1(a)(iii); provided that if there are no such net proceeds or Cash remaining, the redemption
price for the Preferred Shares shall be equal to U.S.$0.


 


“Reference
Time”: With respect to any determination of the Benchmark, (1) if the Benchmark is LIBOR, 11:00 a.m. (London time) on
the Benchmark Determination Date and (2) if the Benchmark is not LIBOR, the time determined by the Benchmark Agent in accordance
with the Benchmark Replacement Conforming Changes on the Benchmark Determination Date.


 


“Registered”:
With respect to any debt obligation, a debt obligation that is issued after July 18, 1984, and that is in registered form
for purposes of the Code.


 


“Regulation S”:
Regulation S under the Securities Act.


 


“Regulation S
Global Note”: The meaning specified in Section 2.2(b)(iii) hereof.


 


“Reimbursement
Interest”: Interest accrued on the amount of any Interest Advance made by the Advancing Agent or the Backup Advancing
Agent for so long as it is outstanding, at the Reimbursement Rate, which Reimbursement Interest is hereby waived by the Advancing
Agent for so long as (i) the Advancing Agent is BSPRT Operating Partnership or any of its Affiliates and (ii) any of
BSPRT Operating Partnership or any of its Affiliates owns the Preferred Shares.


 


“Reimbursement
Rate”: A rate per annum equal to the “prime rate” as published in the “Money Rates”
section of The Wall Street Journal, as such “prime rate” may change from time to time. If more than one “prime
rate” is published in The Wall Street Journal for a day, the average of such “prime rates” will be used,
and such average will be rounded up to the nearest one-eighth of one percent (0.125%). If the “prime rate” contained
in The Wall Street Journal is not readily ascertainable, the Collateral Manager will select an equivalent publication that
publishes such “prime rate,” and if such “prime rates” are no longer generally published or are limited,
regulated or administered by a governmental authority or quasigovernmental body, then the Collateral Manager will select, in its
reasonable discretion, a comparable interest rate index. 






    -49- 


     


    

“Reinvestment
Account”: The account established by the Note Administrator pursuant to Section 10.2 hereof.


 


“Reinvestment
Criteria”: The meaning specified in Section 12.2(a) hereof.


 


“Reinvestment
Collateral Interest”: Any Mortgage Loan or Participation that is acquired during the Reinvestment Period with
Principal Proceeds from the Collateral Interests (or any cash contributed by the holder of the Preferred Shares to the Issuer)
and that satisfies the Eligibility Criteria and the Reinvestment Criteria.


 


“Reinvestment
Period”: The period beginning on the Closing Date and ending on and including the first to occur of any of the
following events or dates: (i) the day preceding the end of the Due Period that ends following the Payment Date in September
2023; (ii) the end of the Due Period related to the Payment Date on which all of the Securities are redeemed as described
herein under Section 9.1; and (iii) the date on which principal of and accrued and unpaid interest on all of the
Notes is accelerated following the occurrence and continuation of an Event of Default.


 


“REIT”:
A “real estate investment trust” under the Code.


 


“Relevant Governmental
Body”: The Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“Remittance
Date”: The meaning specified in the Servicing Agreement.


 


“Replenishment
Collateral Interest”: Any Funded Companion Participation that is acquired during the Replenishment Period with Principal
Proceeds from the Collateral Interests (or any cash contributed by the holder of the Preferred Shares to the Issuer) and that satisfies
the Eligibility Criteria and the Reinvestment Criteria.


 


“Replenishment
Period”: The period beginning on the first day after the end of the Reinvestment Period and ending on and including the
first to occur of the following events or dates: (i) the date that the Issuer has acquired $70,000,000 of Funded Companion Participations
after the Reinvestment Period; the end of the Due Period related to the Payment Date on which all of the Securities are redeemed
as described herein under Section 9.1; and (iii) an Event of Default has occurred and is continuing.


 


“Repurchase
Request”: The meaning specified in Section 7.17 hereof.


 


“Retail
Property”: A real property (including mixed-use property) as to which the majority of the underwritten revenue
is from retail space.


 


“Retained
Securities”: 100% of the Class F Notes, the Class G Notes, the Class H Notes and the Preferred Shares.


 


“Rule 144A”:
Rule 144A under the Securities Act.


 


“Rule 144A
Global Note”: The meaning specified in Section 2.2(b)(i) hereof. 






    -50- 


     


    

“Rule 144A
Information”: The meaning specified in Section 7.13 hereof.


 


“Rule
17g-5”: The meaning specified in Section 14.13(a) hereof.


 


“Sale”:
The meaning specified in Section 5.17(a) hereof.


 


“Sale
Proceeds”: All proceeds (including accrued interest) received with respect to Collateral Interests and Eligible
Investments as a result of sales of such Collateral Interests and Eligible Investments, and sales in connection with a repurchase
for a Material Breach or a Material Document Defect, in each case net of any reasonable out-of-pocket expenses of the Collateral
Manager, the Trustee, the Custodian, the Note Administrator, or the Servicer under the Servicing Agreement in connection with any
such sale.


 


“SEC”:
The Securities and Exchange Commission.


 


“Secured
Parties”: Collectively, the Collateral Manager, the Trustee, the Custodian, the Note Administrator, the Advancing
Agent, the Backup Advancing Agent, the holders of the Offered Notes, the Servicer, the Special Servicer and the Company Administrator,
each as their interests appear in applicable Transaction Documents.


 


“Securities”:
Collectively, the Notes and the Preferred Shares.


 


“Securities
Account”: The meaning specified in Section 8-501(a) of the UCC.


 


“Securities
Account Control Agreement”: The meaning specified in Section 3.3(b) hereof.


 


“Securities
Act”: The Securities Act of 1933, as amended.


 


“Securities
Intermediary”: The meaning specified in Section 3.3(b) hereof.


 


“Securitization
Sponsor”: BSPRT Operating Partnership.


 


“Security”:
Any Note or Preferred Share or, collectively, the Notes and Preferred Shares, as the context may require.


 


“Security
Entitlement”: The meaning specified in Section 8-102(a)(17) of the UCC.


 


“Segregated
Liquidity”: The meaning specified in the Servicing Agreement.


 


“Self-Storage
Property”: A real property (including mixed-use property) as to which the majority of the underwritten revenue
is from self-storage rental units.


 


“Seller”:
BPSRT 2021-FL6 Seller, LLC, a Delaware limited liability company, and its successors in interest, solely in its capacity as Seller.


 


“Senior
AB Pari Passu Participation”: A Collateral Interest that is a participation interest (or an A Note) in an Underlying
Whole Loan pursuant to a participation agreement (or intercreditor agreement) in which the interest acquired by the Issuer is
senior to one or more Junior Participations but is pari passu with one or more other senior pari passu participation
interests that are each Non-Acquired Participations and which each are the senior-most interest in such Underlying Whole Loan. 






    -51- 


     


    

“Senior
AB Participation”: A Collateral Interest that is a participation interest (or an A Note) in an Underlying Whole
Loan pursuant to a participation agreement (or intercreditor agreement) in which the interest acquired by the Issuer is senior
to one or more Junior Participations.


 


“Senior
Pari Passu Participation”: A Collateral Interest that is a participation interest (or an A Note) in an Underlying
Whole Loan pursuant to a participation agreement (or intercreditor agreement) in which the interest acquired by the Issuer is pari
passu with one or more other senior pari passu participation interests that are each Non-Acquired Participations and
which each are the senior-most interest in such Underlying Whole Loan.


 


“Senior
Participation”: A Senior AB Participation, a Senior AB Pari Passu Participation or a Senior Pari Passu Participation.


 


“Sensitive
Asset”: Means (i) a Collateral Interest, or a portion thereof, or (ii) a real property or other interest
(including, without limitation, an interest in real property) resulting from the conversion, exchange, other modification or exercise
of remedies with respect to a Collateral Interest or portion thereof, in either case, as to which the Collateral Manager has determined,
based on an Opinion of Counsel, could give rise to material liability of the Issuer (including liability for taxes) if held directly
by the Issuer.


 


“Servicer”:
Situs Asset Management LLC, a Delaware limited liability company, solely in its capacity as servicer under the Servicing Agreement,
together with its permitted successors and assigns or any successor Person that shall have become the servicer pursuant to the
appropriate provisions of the Servicing Agreement.


 


“Servicing
Accounts”: The Escrow Accounts, the Collection Account, the Participated Mortgage Loan Collection Account, the
REO Accounts and the Cash Collateral Accounts, each as established under and defined in the Servicing Agreement.


 


“Servicing
Advances”: The meaning specified in the Servicing Agreement.


 


“Servicing
Agreement”: The Servicing Agreement, dated as of the Closing Date, by and among the Issuer, the Trustee, the Collateral
Manager, the Note Administrator, the Servicer, the Special Servicer and the Advancing Agent, as amended, supplemented or otherwise
modified from time to time in accordance with its terms.


 


“Servicing
Standard”: The meaning specified in the Servicing Agreement.


 


“Share
Registrar”: Walkers Fiduciary Limited, unless a successor Person shall have become the Share Registrar pursuant
to the applicable provisions of the Preferred Share Paying Agency Agreement, and thereafter “Share Registrar” shall
mean such successor Person. 






    -52- 


     


    

“Significant
Modification”: The meaning specified in the Servicing Agreement.


 


“Significant
Modification Criteria”: The meaning specified in the Servicing Agreement.


 


“SOFR”:
With respect to any calendar day, the secured overnight financing rate published for such day as of 3:00 p.m. New York time by
the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve
Bank of New York’s Website.


 


“Special
Servicer”: BSP Special Servicer, LLC, a Delaware limited liability company, solely in its capacity as special
servicer under the Servicing Agreement, together with its permitted successors and assigns or any successor Person that shall have
become the special servicer pursuant to the appropriate provisions of the Servicing Agreement.


 


“Special
Servicing Fee”: The meaning specified in the Servicing Agreement.


 


“Specially Serviced
Loan”: The meaning specified in the Servicing Agreement.


 


“Specified
Person”: The meaning specified in Section 2.6 hereof.


 


“Stabilized
Debt Service”: With respect to any Collateral Interest, the monthly payments of principal (without regard to any change
in principal payments for any extension period) and interest (based on an assumed LIBOR rate of 0.109%) due with respect to such
Commercial Real Estate Loan pursuant to the terms of the related Asset Documents, assuming all Future Funding Amounts that the
Collateral Manager expects to be drawn by the stabilization date have been advanced, but excluding (1) any balloon payments and
(2) any required (non-monthly) principal paydowns. In determining Stabilized Debt Service for any Collateral Interest that is a
Participation, the calculations take into account the debt service due on the Participation being acquired by the Issuer and the
related Non-Acquired Participation(s) (assuming fully-funded) or related note also secured by the related Mortgaged Property or
Properties, as applicable, that is senior or pari passu in right to the Participation being acquired by the Issuer but not
any Non-Acquired Participation(s) or related note also secured by the related Mortgaged Property or Properties, as applicable,
that is junior in right to the Participation being acquired by the Issuer.


 


“Stated
Maturity Date”: The Payment Date in March 2036.


 


“Student Housing
Property”: A real property (including mixed-use property) as to which the majority of the underwritten revenue is from
student housing.


 


“Successful
Auction”: Either (i) an auction that is conducted in accordance with the provisions specified in the Indenture,
which includes the requirement that the aggregate cash purchase price for all the Collateral Interests, together with the balance
of all Eligible Investments and cash in the Payment Account, will be at least equal to the Total Redemption Price or (ii) the
purchase of all of the Collateral Interests by the Preferred Shareholder for a price that, together with the balance of all Eligible
Investments and cash in the Payment Account, is equal to the Total Redemption Price. 






    -53- 


     


    

“Supermajority”:
With respect to (i) any Class of Notes, the Holders of at least 662⁄3% of the Aggregate Outstanding Amount of the Notes
of such Class and (ii) with respect to the Preferred Shares, the Holders of at least 662⁄3% of the aggregate Notional
Amount of the Preferred Shares.


 


“Tax
Event”: (i) Any borrower is, or on the next scheduled payment date under any Collateral Interest, will be,
required to deduct or withhold from any payment under any Collateral Interest to the Issuer for or on account of any tax for whatever
reason and such borrower is not required to pay to the Issuer such additional amount as is necessary to ensure that the net amount
actually received by the Issuer (free and clear of taxes, whether assessed against such borrower or the Issuer) will equal the
full amount that the Issuer would have received had no such deduction or withholding been required, (ii) any jurisdiction
imposes net income, profits, or similar tax on the Issuer or (iii) the Issuer fails to maintain its status as a Qualified
REIT Subsidiary or other disregarded entity of a REIT and is not a foreign corporation that is not engaged in a trade or business
in the United States for U.S. federal income tax purposes. Withholding taxes imposed under FATCA, if any, shall be disregarded
in applying the definition of “Tax Event”.


 


“Tax
Materiality Condition”: The condition that will be satisfied if either (i) as a result of the occurrence
of a Tax Event, a tax or taxes are imposed on the Issuer or withheld from payments to the Issuer and with respect to which the
Issuer receives less than the full amount that the Issuer would have received had no such deduction occurred and such amount exceeds,
in the aggregate, $1,000,000 during any twelve (12)-month period or (ii) the Issuer fails to maintain its status as a Qualified
REIT Subsidiary or other disregarded entity of a REIT and is not a foreign corporation that is not engaged in a trade or business
in the United States for U.S. federal income tax purposes.


 


“Tax
Redemption”: The meaning specified in Section 9.1(b) hereof.


 


“Term SOFR”:
The forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the
Relevant Governmental Body.


 


“Total
Redemption Price”: The amount equal to funds sufficient to pay all amounts and expenses described under clauses (1)
through (4) of Section 11.1(a)(i) (without regard to any cap contained therein) and to redeem all Notes at their applicable
Redemption Prices.


 


“Transaction
Documents”: This Indenture, the Collateral Management Agreement, the Preferred Share Paying Agency Agreement,
the Placement Agency Agreement, the Collateral Interest Purchase Agreement, the Benchmark Agency Agreement, the Company Administration
Agreement, the Participation Agreements and the Servicing Agreement.


 


“Transfer
Agent”: The Person or Persons, which may be the Issuer, authorized by the Issuer to exchange or register the transfer
of Notes in its capacity as Transfer Agent.


 


“Treasury
Regulations”: Temporary or final regulations promulgated under the Code by the United States Treasury Department. 






    -54- 


     


    

“Trust
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee
with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer
to whom such matter is referred because such officer’s knowledge of and familiarity with the particular subject and (ii) the
Note Administrator, any officer of the Corporate Trust Services group of the Note Administrator with direct responsibility for
the administration of this Indenture and also, with respect to a particular matter, any other officer to whom a particular matter
is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Trustee”:
The meaning specified in the preamble to this Agreement.


 


“Trustee/Note
Administrator Fee”: The payment to each of the Note Administrator and the Trustee, pro rata, based on their entitlement,
of the accrued and unpaid fees in respect of their services equal to, in the aggregate, U.S.$60,000 per annum.


 


“Two
Quarter Future Advance Estimate”: The meaning specified in the Servicing Agreement.


 


“UCC”:
The applicable Uniform Commercial Code.


 


“Unadjusted
Benchmark Replacement”: The Benchmark Replacement excluding the applicable Benchmark Replacement Adjustment.


 


“Underlying
Whole Loan”: With respect to any Collateral Interest that is a Participation, the Whole Loan in which such Participation
represents a participation interest.


 


“United
States” and “U.S.”: The United States of America,
including any state and any territory or possession administered thereby.


 


“Unscheduled
Principal Payments”: Any proceeds received by the Issuer from an unscheduled prepayment or redemption (in whole
but not in part) by the obligor of a Commercial Real Estate Loan prior to the maturity date of such Commercial Real Estate Loan.


 


“Unused
Proceeds Account”: The meaning specified in Section 10.4(a) hereof.


 


“Updated
Appraisal”: Upon the occurrence of an Appraisal Reduction Event, the Special Servicer will be required to use
reasonable efforts to obtain, within 120 days of the event that resulted in such Appraisal Reduction Event, an appraisal (or a
letter update for an existing appraisal which is less than two years old) of the Mortgaged Property from an independent appraiser
who is a Member of the Appraisal Institute.


 


“U.S.
Person”: The meaning specified in Regulation S.


 


“U/W
Stabilized NCF DSCR”: With respect to any Collateral Interest, the ratio, as calculated by the Collateral Manager
in accordance with the Collateral Management Standard, of (a) the “stabilized” annual net cash flow generated from
the related property before interest, depreciation and amortization, based on the stabilized underwriting, which may include the
completion of certain proposed capital expenditures and the realization of stabilized occupancy and/or rents to (b) the annual
Stabilized Debt Service. In determining the U/W Stabilized NCF DSCR for any Ramp-Up Collateral Interest, Reinvestment Collateral
Interest, Replenishment Collateral Interest or Exchange Collateral Interest that is cross-collateralized with one or more other
Collateral Interests, the U/W Stabilized NCF DSCR shall be calculated with respect to the cross-collateralized group in the aggregate. 



    -55- 


     


    




 


“Volcker
Rule”: The meaning specified in Section 10.4(a) hereof.


 


“Weighted
Average Life”: As of any Measurement Date with respect to the Collateral Interests (other than Defaulted Collateral
Interests), the number obtained by (i) summing the products obtained by multiplying (a) the Average Life at such
time of each Collateral Interest (other than Defaulted Collateral Interests) by (b) the outstanding Principal Balance of such
Collateral Interest and (ii) dividing such sum by the aggregate Principal Balance at such time of all Collateral Interests
(other than Defaulted Collateral Interests), where “Average Life” means,
on any Measurement Date with respect to any Collateral Interest (other than a Defaulted Collateral Interest), the quotient obtained
by the Collateral Manager by dividing (i) the sum of the products of (a) the number of years (rounded to the nearest
one tenth thereof) from such Measurement Date to the respective dates of each successive expected distribution of principal of
such Collateral Interest and (b) the respective amounts of such expected distributions of principal by (ii) the sum of
all successive expected distributions of principal on such Collateral Interest.


 


“Weighted
Average Spread”: As of any date of determination, the number obtained (rounded up to the next 0.001%), by (i) summing
the products obtained by multiplying (a) with respect to any Collateral Interest (other than (1) any Fixed Rate Collateral
Interest and (2) any Defaulted Collateral Interest), the greater of (x) the current stated spread above LIBOR at which interest
accrues on each such Collateral Interest and (y) if such Collateral Interest provides for a minimum interest rate payable
thereunder, the excess, if any, of the minimum interest rate applicable to such Collateral Interest (net of any servicing fees
and expenses) over LIBOR by (b) the Principal Balance of such Collateral Interest as of such date, and (ii) dividing
such sum by the aggregate Principal Balance of all Collateral Interests (excluding (1) all Fixed Rate Collateral Interests and
(2) all Defaulted Collateral Interests). Following the implementation of a Benchmark Replacement, any reference to “LIBOR”
in the immediately preceding sentence will be deemed to be a reference to such Benchmark Replacement.


 


“Wells Fargo
Securities”: Wells Fargo Securities, LLC.


 


“Whole
Loan”: A whole mortgage loan (but not a participation interest in a mortgage loan) secured by commercial, multifamily
or manufactured housing community real estate.


 


“Workout
Fee”: The meaning specified in the Servicing Agreement.


 


Section 1.2       Interest Calculation Convention. All calculations
of interest hereunder that are made with respect to the Notes shall be made on the basis of the actual number of days during the
related Interest Accrual Period divided by three hundred sixty (360).


 


Section 1.3       Rounding
Convention. Unless otherwise specified herein, test calculations that are evaluated as a percentage will be rounded
to the nearest ten thousandth of a percentage point and test calculations that are evaluated as a number or decimal will be rounded
to the nearest one hundredth of a percentage point. 






    -56- 


     


    

ARTICLE
2



THE NOTES


 


Section 2.1      Forms Generally. The Notes and the Authenticating
Agent’s certificate of authentication thereon (the “Certificate of Authentication”)
shall be in substantially the forms required by this Article 2, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Issuer
and the Co-Issuer, executing such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may
be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.


 


Section 2.2       Forms of Notes and Certificate of Authentication.


 


(a)            
Form. The form of each Class of the Notes, including the Certificate of Authentication, shall be substantially as
set forth in Exhibits A-1, A-2, B-1, B-2, C-1, C-2, D-1, D-2, E-1,
E-2, F-1, F-2, G-1, G-2, H-1, H-2, I-1 and I-2 hereto.


 


(b)            
Global Notes and Definitive Notes. (i) The Notes initially offered and sold in the United States to (or to U.S.
Persons who are) QIBs may be represented by one or more permanent global notes in definitive, fully registered form without interest
coupons with the applicable legend set forth in Exhibits A-1, B-1, C-1, D-1, E-1, F-1,
G-1, H-1 and I-1 hereto added to the form of such Notes (each, a “Rule 144A
Global Note”), which shall be registered in the name of Cede & Co., as the nominee of the Depository and deposited
with the Note Administrator, as custodian for the Depository, duly executed by the Issuer and the Co-Issuer and authenticated by
the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time
to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee,
as the case may be, as hereinafter provided.


 


(ii)            
The Notes initially offered and sold in the United States to (or to U.S. Persons who are) IAIs shall be, and the Notes
offered and sold in the United States to (or to U.S. Persons who are ) QIBs may be, issued in definitive form, registered in the
name of the legal or beneficial owner thereof attached without interest coupons with the applicable legend set forth in Exhibits A-2,
B-2, C-2, D-2, E-2, F-2, G-2, H-2 and I-2 hereto added to the form of
such Notes (each, a “Definitive Note”), which shall be duly executed
by the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes, the Class
G Notes and the Class H Notes, and authenticated by the Authenticating Agent as hereinafter provided. The aggregate principal
amount of the Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Note
Administrator or the Depository or its nominee, as the case may be, as hereinafter provided. 






    -57- 


     


    

(iii)           
The Notes initially sold in offshore transactions in reliance on Regulation S shall be represented by one or more permanent
global notes in definitive, fully registered form without interest coupons with the applicable legend set forth in Exhibits A-1,
B-1, C-1, D-1, E-1, F-1, G-1, H-1 and I-1 hereto added to the form of such
Notes (each, a “Regulation S Global Note”), which shall be deposited
on behalf of the subscribers for such Notes represented thereby with the Note Administrator as custodian for the Depository and
registered in the name of a nominee of the Depository for the respective accounts of Euroclear and Clearstream, Luxembourg or their
respective depositories, duly executed by the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with
respect to the Class F Notes, the Class G Notes and the Class H Notes, and authenticated by the Authenticating Agent as hereinafter
provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Note Administrator or the Depository or its nominee, as the case may be, as hereinafter
provided.


 


(c)            
Book-Entry Provisions. This Section 2.2(c) shall apply only to Global Notes deposited with or on behalf of
the Depository.


 


Each of the Issuer and
Co-Issuer shall execute and the Authenticating Agent shall, in accordance with this Section 2.2(c), authenticate and deliver
initially one or more Global Notes that shall be (i) registered in the name of the nominee of the Depository for such Global
Note or Global Notes and (ii) delivered by the Note Administrator to such Depository or pursuant to such Depository’s
instructions or held by the Note Administrator’s agent as custodian for the Depository.


 


Agent Members shall have
no rights under this Indenture with respect to any Global Note held on their behalf by the Note Administrator, as custodian for
the Depository or under the Global Note, and the Depository may be treated by the Issuer, the Co-Issuer, the Trustee, the Note
Administrator, the Servicer and the Special Servicer and any of their respective agents as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Co-Issuer, the Trustee,
the Note Administrator, the Servicer and the Special Servicer or any of their respective agents, from giving effect to any written
certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members,
the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.


 


(d)            
Delivery of Definitive Notes in Lieu of Global Notes. Except as provided in Section 2.10 hereof, owners of
beneficial interests in a Class of Global Notes shall not be entitled to receive physical delivery of a Definitive Note.


 


Section 2.3      Authorized
Amount; Stated Maturity Date; and Denominations. (a) The aggregate principal amount of Notes that may be authenticated
and delivered under this Indenture is limited to U.S.$645,750,000, except for (i) Notes authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, 2.6 or 8.5 hereof
and (ii) any Deferred Interest. 






    -58- 


     


    

Such Notes shall be divided
into nine (9) Classes having designations and original principal amounts as follows:


 


	
        Designation 
	 	
        Original

Principal Amount 

	Class A Senior Secured Floating Rate Notes Due 2036	 	U.S.$	367,500,000
	Class A-S Second Priority Secured Floating Rate Notes Due 2036	 	U.S.$	86,625,000
	Class B Third Priority Secured Floating Rate Notes Due 2036	 	U.S.$	33,250,000
	Class C Fourth Priority Secured Floating Rate Notes Due 2036	 	U.S.$	41,125,000
	Class D Fifth Priority Secured Floating Rate Notes Due 2036	 	U.S.$	44,625,000
	Class E Sixth Priority Secured Floating Rate Notes Due 2036	 	U.S.$	11,375,000
	Class F Seventh Priority Floating Rate Notes Due 2036	 	U.S.$	26,250,000
	Class G Eighth Priority Floating Rate Notes Due 2036	 	U.S.$	11,375,000
	Class H Ninth Priority Floating Rate Notes Due 2036	 	U.S.$	23,625,000


 


(b)            
The Notes shall be issuable in minimum denominations of U.S.$100,000 and integral multiples of U.S.$500 in excess thereof
(plus any residual amount).


 


Section 2.4      Execution, Authentication, Delivery and Dating. The
Offered Notes shall be executed on behalf of the Issuer and the Co-Issuer by an Authorized Officer of the Issuer and the Co-Issuer,
respectively. The Class F Notes, the Class G Notes and the Class H Notes shall be executed on behalf of the Issuer by an Authorized
Officer of the Issuer. The signature of such Authorized Officers on the Notes may be manual, electronic or facsimile.


 


Notes bearing the manual,
electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer and the Co-Issuer
shall bind the Issuer or the Co-Issuer, as the case may be, notwithstanding the fact that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of
issuance of such Notes.


 


At any time and from
time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Offered Notes executed
by the Issuer and the Co-Issuer, and the Issuer may deliver Class F Notes, the Class G Notes and Class H Notes executed by the
Issuer, to the Authenticating Agent for authentication and the Authenticating Agent, upon Issuer Order, shall authenticate and
deliver such Notes as provided in this Indenture and not otherwise.


 


Each Note authenticated
and delivered by the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other
Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of their
authentication.


 


Notes issued upon transfer,
exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal
amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of
the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with
this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered
in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. 






    -59- 


     


    

No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate
of Authentication, substantially in the form provided for herein, executed by the Note Administrator or by the Authenticating Agent
by the manual signature of one of their Authorized Officers, and such certificate upon any Note shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered hereunder.


 


Section 2.5      Registration, Registration of Transfer and Exchange.
(a) The Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes, the
Class G Notes and the Class H Notes, shall cause to be kept a register (the “Notes Register”)
in which, subject to such reasonable regulations as it may prescribe, the Issuer and the Co-Issuer shall provide for the registration
of Notes and the registration of transfers and exchanges of Notes. The Note Administrator is hereby initially appointed “Notes
Registrar” for the purpose of maintaining the Notes Registrar and registering Notes and transfers and exchanges of such Notes
with respect to the Notes Register kept in the United States as herein provided. Upon any resignation or removal of the Notes Registrar,
the Issuer and the Co-Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Notes
Registrar.


 


If a Person other than
the Note Administrator is appointed by the Issuer and the Co-Issuer as Notes Registrar, the Issuer and the Co-Issuer shall give
the Note Administrator prompt written notice of the appointment of a successor Notes Registrar and of the location, and any change
in the location, of the Notes Register, and the Note Administrator shall have the right to inspect the Notes Register at all reasonable
times and to obtain copies thereof and the Note Administrator shall have the right to rely upon a certificate executed on behalf
of the Notes Registrar by an Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal
amounts and numbers of such Notes. In addition, the Note Registrar shall be required, within one (1) Business Day of each Record
Date, to provide the Note Administrator with a copy of the Note Registrar in the format required by, and with all accompanying
information regarding the Noteholders as may reasonably be required by the Note Administrator.


 


Subject to this Section
2.5, upon surrender for registration of transfer of any Notes at the office or agency of the Issuer to be maintained
as provided in Section 7.2, the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with
respect to the Class F Notes, the Class G Notes and the Class H Notes, shall execute, and the Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized
denomination and of a like aggregate principal amount.


 


At the option of the
Holder, Notes may be exchanged for Notes of like terms, in any authorized denominations and of like aggregate principal amount,
upon surrender of the Notes to be exchanged at the office or agency of the Issuer to be maintained as provided in Section 7.2.
Whenever any Note is surrendered for exchange, the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer,
with respect to the Class F Notes, the Class G Notes and the Class H Notes, shall execute, and the Authenticating Agent shall authenticate
and deliver, the Notes that the Holder making the exchange is entitled to receive.


 


All Notes issued and
authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer and the Co-Issuer,
with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes, the Class G Notes and the Class H Notes,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration
of transfer or exchange. 






    -60- 


     


    

Every Note presented
or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class
F Notes, the Class G Notes and the Class H Notes, and, in each case, the Notes Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.


 


No service charge shall
be made to a Holder for any registration of transfer or exchange of Notes, but the Note Administrator may require payment of a
sum sufficient to cover any tax or other governmental charge payable in connection therewith.


 


None of the Notes Registrar,
the Issuer or the Co-Issuer shall be required (i) to issue, register the transfer of or exchange any Note during a period
beginning at the opening of business fifteen (15) days before any selection of Notes to be redeemed and ending at the close of
business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any
Note so selected for redemption.


 


(b)            
No Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer
is exempt from the registration requirements of the Securities Act and is exempt from the registration requirements under applicable
securities laws of any state or other jurisdiction.


 


(c)            
No Note may be offered, sold, resold or delivered, within the United States or to, or for the benefit of, U.S. Persons except
in accordance with Section 2.5(e) below and in accordance with Rule 144A to QIBs who are also Qualified Purchasers
or, solely with respect to Definitive Notes, IAIs who are also Qualified Purchasers purchasing for their own account or for the
accounts of one or more QIBs or IAIs who are also Qualified Purchasers, for which the purchaser is acting as fiduciary or agent.
The Notes may be offered, sold, resold or delivered, as the case may be, in offshore transactions to non-U.S. Persons in reliance
on Regulation S. None of the Issuer, the Co-Issuer, the Note Administrator, the Trustee or any other Person may register the
Notes under the Securities Act or the securities laws of any state or other jurisdiction.


 


(d)            
Upon final payment due on the Stated Maturity Date of a Note, the Holder thereof shall present and surrender such Note at
the Corporate Trust Office of the Note Administrator or at the office of the Paying Agent (outside the United States if then required
by applicable law in the case of a Note in definitive form issued in exchange for a beneficial interest in a Regulation S Global
Security pursuant to Section 2.10).


 


(e)            
Transfers of Global Notes. Notwithstanding any provision to the contrary herein, so long as a Global Note remains
outstanding and is held by or on behalf of the Depository, transfers of a Global Note, in whole or in part, shall be made only
in accordance with Section 2.2(c) and this Section 2.5(e).


 


(i)             
Except as otherwise set forth below, transfers of a Global Note shall be limited to transfers of such Global Note in whole,
but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee. Transfers
of a Global Note to a Definitive Note may only be made in accordance with Section 2.10. 






    -61- 


     


    

(ii)            
Regulation S Global Note to Rule 144A Global Note or Definitive Note. If a holder of a beneficial interest
in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest
in the corresponding Rule 144A Global Note or for a Definitive Note or to transfer its interest in such Regulation S
Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global
Note or for a Definitive Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of
Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest
for an equivalent beneficial interest in the corresponding Rule 144A Global Note or for a Definitive Note. Upon receipt by
the Note Administrator or the Notes Registrar of:


 


(1)             if the transferee is taking a beneficial interest in a Rule 144A Global Note, instructions from Euroclear, Clearstream
and/or DTC, as the case may be, directing the Note Registrar to cause to be credited a beneficial interest in the corresponding
Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than
the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information
regarding the participant account with DTC to be credited with such increase and a duly completed certificate in the form of Exhibit
J-2 attached hereto; or


 


(2)             if the transferee is taking a Definitive Note, a duly completed transfer certificate in substantially the form of Exhibit
J-3 hereto, certifying that such transferee is an IAI,


 


then the Notes Registrar shall either
(x) if the transferee is taking a beneficial interest in a Rule 144A Global Note, approve the instructions at DTC to
reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest
in the Regulation S Global Note to be transferred or exchanged and the Notes Registrar shall instruct DTC, concurrently with
such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial
interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S
Global Note or (y) if the transferee is taking an interest in a Definitive Note, the Notes Registrar shall record the transfer
in the Notes Register in accordance with Section 2.5(a) and, upon execution by the Issuers, the Authenticating Agent shall
authenticate and deliver one or more Definitive Notes, as applicable, registered in the names specified in the instructions described
above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate
principal amount of the interest in the Regulation S Global Note transferred by the transferor). 






    -62- 


     


    

(iii)           
Definitive Note or Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest
in a Rule 144A Global Note or a Holder of a Definitive Note wishes at any time to exchange its interest in such Rule 144A
Global Note or Definitive Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest
in such Rule 144A Global Note or Definitive Note to a Person who wishes to take delivery thereof in the form of an interest
in the corresponding Regulation S Global Note, such holder, provided such holder or, in the case of a transfer, the
transferee is not a U.S. person and is acquiring such interest in an offshore transaction, may, subject to the immediately succeeding
sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an
equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Note Administrator or the
Notes Registrar of:


 


(1)            
instructions given in accordance with DTC’s procedures from an Agent Member directing the Note Administrator or the
Notes Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but
not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in
the Rule 144A Global Note or Definitive Note to be exchanged or transferred, and in the case of a transfer of Definitive Notes,
such Holder’s Definitive Notes properly endorsed for assignment to the transferee;


 


(2)            
a written order given in accordance with DTC’s procedures containing information regarding the participant account
of DTC and the Euroclear or Clearstream account to be credited with such increase;


 


(3)         
in the case of a transfer of Definitive Notes, a Holder’s Definitive Note properly endorsed for assignment to the
transferee; and


 


(4)            
a duly completed certificate in the form of Exhibit J-1 attached hereto,


 


then the Note Administrator or the Notes
Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note (or, in the case
of a transfer of Definitive Notes, the Note Administrator or the Notes Registrar shall cancel such Definitive Notes) and to increase
the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A
Global Note or Definitive Note to be exchanged or transferred, and to credit or cause to be credited to the securities account
of the Person specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to
the reduction in the principal amount of the Rule 144A Global Note (or, in the case of a cancellation of Definitive Notes,
equal to the principal amount of Definitive Notes so cancelled).


 


(iv)          
Transfer of Rule 144A Global Notes to Definitive Notes. If, in accordance with Section 2.10, a holder
of a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global
Note for a Definitive Note or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery
thereof in the form of a Definitive Note in accordance with Section 2.10, such holder may, subject to the immediately succeeding
sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for a
Definitive Note. Upon receipt by the Note Administrator or the Notes Registrar of (A) a duly complete certificate substantially
in the form of Exhibit J-3 and (B) appropriate instructions from DTC, if required, the Note Administrator or the Notes
Registrar shall approve the instructions at DTC to reduce, or cause to be reduced, the Rule 144A Global Note by the aggregate
principal amount of the beneficial interest in the Rule 144A Global Note to be transferred or exchanged, record the transfer
in the Notes Register in accordance with Section 2.5(a) and upon execution by the Issuers, the Authenticating Agent shall
authenticate and deliver one or more Definitive Notes, registered in the names specified in the instructions described in clause (B)
above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate
principal amount of the interest in the Rule 144A Global Note transferred by the transferor). 






    -63- 


     


    

(v)           
Transfer of Definitive Notes to Rule 144A Global Notes. If a holder of a Definitive Note wishes at any time
to exchange its interest in such Definitive Note for a beneficial interest in a Rule 144A Global Note or to transfer such
Definitive Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global
Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer,
or cause the exchange or transfer of, such Definitive Note for beneficial interest in a Rule 144A Global Note (provided
that no IAI may hold an interest in a Rule 144A Global Note). Upon receipt by the Note Administrator or the Notes Registrar
of (A) a Holder’s Definitive Note properly endorsed for assignment to the transferee; (B) a duly completed certificate
substantially in the form of Exhibit J-2 attached hereto; (C) instructions given in accordance with DTC’s procedures
from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the Rule 144A Global Notes in an amount
equal to the Definitive Notes to be transferred or exchanged; and (D) a written order given in accordance with DTC’s
procedures containing information regarding the participant’s account of DTC to be credited with such increase, the Note
Administrator or the Notes Registrar shall cancel such Definitive Note in accordance herewith, record the transfer in the Notes
Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to
credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in
the corresponding Rule 144A Global Note equal to the principal amount of the Definitive Note transferred or exchanged.


 


(vi)          
Other Exchanges. In the event that, pursuant to Section 2.10 hereof, a Global Note is exchanged for Definitive
Notes, such Notes may be exchanged for one another only in accordance with such procedures as are substantially consistent with
the provisions above (including certification requirements intended to ensure that such transfers are to a QIB who is also a Qualified
Purchaser or are to a non-U.S. Person, or otherwise comply with Rule 144A or Regulation S, as the case may be) and as may be from
time to time adopted by the Issuer, the Co-Issuer and the Note Administrator.


 


(f)            
Removal of Legend. If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable
legends set forth in Exhibits A, B, C, D, E and F hereto, and if a request is made
to remove such applicable legend on such Notes, the Notes so issued shall bear such applicable legend, or such applicable legend
shall not be removed, as the case may be, unless there is delivered to the Issuer and the Co-Issuer such satisfactory evidence,
which may include an Opinion of Counsel of an attorney at law licensed to practice law in the State of New York (and addressed
to the Issuer and the Note Administrator), as may be reasonably required by the Issuer and the Co-Issuer, if applicable, to the
effect that neither such applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A or Regulation S, as applicable, the 1940 Act or ERISA. So long as the
Issuer or the Co-Issuer is relying on an exemption under or promulgated pursuant to the 1940 Act, the Issuer or the Co-Issuer
shall not remove that portion of the legend required to maintain an exemption under or promulgated pursuant to the 1940 Act. Upon
provision of such satisfactory evidence, as confirmed in writing by the Issuer and the Co-Issuer, if applicable, to the Note Administrator,
the Note Administrator, at the direction of the Issuer and the Co-Issuer, if applicable, shall authenticate and deliver Notes
that do not bear such applicable legend. 






    -64- 


     


    

(g)            
Each beneficial owner of Regulation S Global Notes shall be deemed to make the representations and agreements set forth
in Exhibit J-1 hereto.


 


(h)            
Each beneficial owner of Rule 144A Global Notes shall be deemed to make the representations and agreements set forth
in Exhibit J-2 hereto.


 


(i)             
Each Holder of Definitive Notes shall make the representations and agreements set forth in the certificate attached as Exhibit
J-3 hereto.


 


(j)             
Any purported transfer of a Note not in accordance with Section 2.5(a) shall be null and void and shall not be given
effect for any purpose hereunder.


 


(k)            
Notwithstanding anything contained in this Indenture to the contrary, neither the Note Administrator nor the Notes Registrar
(nor any other Transfer Agent) shall be responsible or liable for compliance with applicable federal or state securities laws (including,
without limitation, the Securities Act or Rule 144A or Regulation S promulgated thereunder), the 1940 Act, ERISA or the
Code (or any applicable regulations thereunder); provided, however, that if a specified transfer certificate or Opinion
of Counsel is required by the express terms of this Section
2.5 to be delivered to the Note Administrator or Notes Registrar prior
to registration of transfer of a Note, the Note Administrator and/or Notes Registrar, as applicable, is required to request, as
a condition for registering the transfer of the Note, such certificate or Opinion of Counsel and to examine the same to determine
whether it conforms on its face to the requirements hereof (and the Note Administrator or Notes Registrar, as the case may be,
shall promptly notify the party delivering the same if it determines that such certificate or Opinion of Counsel does not so conform).


 


(l)             
If the Note Administrator has actual knowledge or is notified by the Issuer, the Co-Issuer or the Collateral Manager that
(i) a transfer or attempted or purported transfer of any interest in any Note was consummated in compliance with the provisions
of this Section
2.5 on the basis of a materially incorrect certification from the transferee or purported transferee, (ii) a
transferee failed to deliver to the Note Administrator any certification required to be delivered hereunder or (iii) the
holder of any interest in a Note is in breach of any representation or agreement set forth in any certification or any deemed
representation or agreement of such holder, the Note Administrator shall not register such attempted or purported transfer and
if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in
the purported transferee (such purported transferee, a “Disqualified Transferee”)
and the last preceding holder of such interest in such Note that was not a Disqualified Transferee shall be restored to all rights
as a Holder thereof retroactively to the date of transfer of such Note by such Holder. 






    -65- 


     


    

In addition, the Note
Administrator may require that the interest in the Note referred to in (i), (ii) or (iii) in the preceding paragraph be transferred
to any Person designated by the Issuer or the Collateral Manager at a price determined by the Issuer or the Collateral Manager,
based upon its estimation of the prevailing price of such interest and each Holder, by acceptance of an interest in a Note, authorizes
the Note Administrator to take such action. In any case, none of the Issuer, the Collateral Manager and the Note Administrator
shall not be held responsible for any losses that may be incurred as a result of any required transfer under this Section 2.5(l).


 


(m)           
Each Holder of Notes approves and consents to (i) the purchase of the Collateral Interests by the Issuer from the Seller
on the Closing Date and (ii) any other transaction between the Issuer and the Collateral Manager or its Affiliates that are
permitted under the terms of this Indenture or the Collateral Interest Purchase Agreement.


 


(n)            
Each Holder of Notes agrees to comply with the Holder AML Obligations.


 


(o)            
As long as any Note is Outstanding, Retained Securities, retained or repurchased Notes and ordinary shares of the Issuer
held by BSPRT, BSPRT Holder or any other disregarded entity of BSPRT or a subsequent REIT for U.S. federal income tax purposes
may be transferred, pledged or hypothecated to any other Person so long as the Issuer receives a No Entity-Level Tax Opinion (or
has previously received a No Trade or Business Opinion), except that no No Entity-Level Tax Opinion or No Trade or Business Opinion
shall be required if such transfer, pledge or hypothecation is to an affiliate that is wholly-owned by BSPRT or such subsequent
REIT, as applicable, and is disregarded for U.S. federal income tax purposes.


 


For the avoidance of
doubt, the Indenture Accounts (including income, if any, earned on the investments of funds in such account) will be owned by
BSPRT, if the Issuer is wholly-owned by BSPRT, or a subsequent REIT that wholly owns the Issuer, for U.S. federal income tax purposes.
The Issuer shall provide to the Note Administrator (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than
the Closing Date, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other
documentation at such time or times required by applicable law or upon the reasonable request of the Note Administrator as may
be necessary (x) to reduce or eliminate the imposition of U.S. withholding taxes and (y) to permit the Note Administrator
to fulfill its tax reporting obligations under applicable law with respect to the Indenture Accounts or any amounts paid to the
Issuer. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, Issuer shall
timely provide to the Note Administrator accurately updated and complete versions of such IRS forms or other documentation. The
Note Administrator shall have no liability to Issuer or any other person in connection with any tax withholding amounts paid or
withheld from the Indenture Accounts pursuant to applicable law arising from the Issuer’s failure to timely provide an accurate,
correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph.
For the avoidance of doubt, no funds shall be invested with respect to such Indenture Accounts absent the Note Administrator having
first received (i) the requisite written investment direction from the Issuer with respect to the investment of such funds,
and (ii) the IRS forms and other documentation required by this paragraph. 






    -66- 


     


    

Section 2.6      Mutilated, Defaced, Destroyed, Lost or Stolen Note.
If (a) any mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to the Issuer, the
Co-Issuer, the Trustee, the Note Administrator and the relevant Transfer Agent (each, a “Specified
Person”) evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, and (b) there
is delivered to each Specified Person such security or indemnity as may be required by each Specified Person to save each of them
and any agent of any of them harmless, then, in the absence of notice to the Specified Persons that such Note has been acquired
by a bona fide purchaser, the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to
the Class F Notes, the Class G Notes and the Class H Notes, shall execute and, upon Issuer Request (which Issuer Request shall
be deemed to have been given upon receipt by the Note Administrator of a Note that has been signed by the Issuer, and the Co-Issuer,
if applicable), the Note Administrator shall cause the Authenticating Agent to authenticate and deliver, in lieu of any such mutilated,
defaced, destroyed, lost or stolen Note, a new Note, of like tenor (including the same date of issuance) and equal principal amount,
registered in the same manner, dated the date of its authentication, bearing interest from the date to which interest has been
paid on the mutilated, defaced, destroyed, lost or stolen Note and bearing a number not contemporaneously outstanding.


 


If, after delivery of
such new Note, a bona fide purchaser of the predecessor Note presents for payment, transfer or exchange such predecessor
Note, any Specified Person shall be entitled to recover such new Note from the Person to whom it was delivered or any Person taking
therefrom, and each Specified Person shall be entitled to recover upon the security or indemnity provided therefor to the extent
of any loss, damage, cost or expense incurred by such Specified Person in connection therewith.


 


In case any such mutilated,
defaced, destroyed, lost or stolen Note has become due and payable, the Issuer and the Co-Issuer, if applicable, in their discretion
may, instead of issuing a new Note, pay such Note without requiring surrender thereof except that any mutilated or defaced Note
shall be surrendered.


 


Upon the issuance of
any new Note under this Section 2.6, the Issuer and the Co-Issuer, if applicable, may require the payment by the registered
Holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Note issued
pursuant to this Section 2.6 in lieu of any mutilated, defaced, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer and the Co-Issuer, if applicable, and such new Note shall be entitled, subject
to the second paragraph of this Section 2.6, to all the benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.


 


The provisions of this
Section 2.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, defaced, destroyed, lost or stolen Notes. 






    -67- 


     


    

Section 2.7       Payment of Principal and Interest and Other Amounts; Principal
and Interest Rights Preserved. (a) Each Class of Notes shall accrue interest during each Interest Accrual Period
at the Note Interest Rate applicable to such Class and such interest will be payable in arrears on each Payment Date on the Aggregate
Outstanding Amount thereof on the first day of the related Interest Accrual Period (after giving effect to payments of principal
thereof on such date), except as otherwise set forth below. Payment of interest on each Class of Notes will be subordinated to
the payment of interest on each related Class of Notes senior thereto. Interest will cease to accrue on each Note, or in the case
of a partial repayment, on such repaid part, from the date of repayment or the Stated Maturity Date unless payment of principal
is improperly withheld or unless an Event of Default occurs with respect to such payments of principal. To the extent lawful and
enforceable, interest on any interest that is not paid when due on the Class A Notes; or, if no Class A Notes are Outstanding,
the Notes of the Controlling Class, shall accrue at the Note Interest Rate applicable to such Class until paid as provided herein.


 


(b)            
(i) So long as any of the Class A Notes, the Class A-S Notes or the Class B Notes are outstanding, the Class C Deferred
Interest will be deferred and added to the Aggregate Outstanding Amount of the Class C Notes and will not be considered “due
and payable” until the Payment on which funds are available to pay such Class C Deferred Interest in accordance with the
Priority of Payments, (ii) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes or the Class C Notes are
outstanding, the Class D Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class D Notes
and will not be considered “due and payable” until the Payment on which funds are available to pay such Class D Deferred
Interest in accordance with the Priority of Payments, (iii) so long as any of the Class A Notes, the Class A-S Notes, the Class
B Notes, the Class C Notes or the Class D Notes are outstanding, the Class E Deferred Interest will be deferred and added to the
Aggregate Outstanding Amount of the Class E Notes and will not be considered “due and payable” until the Payment on
which funds are available to pay such Class E Deferred Interest in accordance with the Priority of Payments, (iv) so long as any
of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes or the Class E Notes are outstanding,
the Class F Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the Class F Notes and will not
be considered “due and payable” until the Payment on which funds are available to pay such Class F Deferred Interest
in accordance with the Priority of Payments, (v) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes, the
Class C Notes, the Class D Notes, the Class E Notes or the Class F Notes are outstanding, the Class G Deferred Interest will be
deferred and added to the Aggregate Outstanding Amount of the Class G Notes and will not be considered “due and payable”
until the Payment on which funds are available to pay such Class G Deferred Interest in accordance with the Priority of Payments
and (vi) so long as any of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes, the Class F Notes or the Class G Notes are outstanding, the Class H Deferred Interest will be deferred and added
to the Aggregate Outstanding Amount of the Class H Notes and will not be considered “due and payable” until the Payment
on which funds are available to pay such Class H Deferred Interest in accordance with the Priority of Payments.


 


(c)            
The principal of each Class of Notes matures at par and is due and payable on the date of the Stated Maturity for such
Class, unless such principal has been previously repaid or unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise. Notwithstanding the foregoing, the payment of
principal of each Class of Notes may only occur pursuant to the Priority of Payments. The payment of principal on any Note (x)
may only occur after each Class more senior thereto is no longer Outstanding and (y) is subordinated to the payment on each
Payment Date of the principal due and payable on each Class more senior thereto and certain other amounts in accordance with the
Priority of Payments. Payments of principal on any Class of Notes that are not paid, in accordance with the Priority of Payments,
on any Payment Date (other than the Payment Date which is the Stated Maturity Date (or the earlier date of Maturity) of such Class
of Notes or any Redemption Date), because of insufficient funds therefor shall not be considered “due and payable”
for purposes of Section 5.1(a) until the Payment Date on which such principal may be paid in accordance with the Priority
of Payments or all Classes of Notes most senior thereto with respect to such Class have been paid in full. Payments of principal
on the Notes in connection with a Clean-up Call, Tax Redemption, Auction Call Redemption or Optional Redemption will be made in
accordance with Section 9.1 and the Priority of Payments. 






    -68- 


     


    

(d)             As
a condition to the payment of principal of and interest on any Note without the imposition of U.S. withholding tax, the Issuer
shall require certification acceptable to it to enable the Issuer, the Co-Issuer, the Trustee, the Preferred Share Paying Agent
and the Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required
to deduct or withhold from payments in respect of such Security under any present or future law or regulation of the United States
or the Cayman Islands or any present or future law or regulation of any political subdivision thereof or taxing authority therein
or to comply with any reporting or other requirements under any such law or regulation. Such certification may include U.S. federal
income tax forms (such as IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding
and Reporting (Individuals)), IRS Form W-8BEN-E (Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding and Reporting (Entities), IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity or
Certain U.S. Branches for United States Tax Withholding and Reporting), IRS Form W-9 (Request for Taxpayer Identification
Number and Certification), or IRS Form W-8ECI (Certificate of Foreign Person’s Claim that Income Is Effectively Connected
with the Conduct of a Trade or Business in the United States) or any successors to such IRS forms). In addition, each of the Issuer,
Co-Issuer, the Trustee, Preferred Share Paying Agent or any Paying Agent may require certification acceptable to it to enable
the Issuer to qualify for a reduced rate of withholding in any jurisdiction from or through which the Issuer receives payments
on its Collateral and otherwise as may be necessary or desirable to ensure compliance with all applicable laws. Each Holder and
each beneficial owner of Notes agree to provide any certification requested pursuant to this Section 2.7(d) and to update
or replace such form or certification in accordance with its terms or its subsequent amendments. Furthermore, the Issuer shall
require, as a condition to payment without the imposition of U.S. withholding tax under the FATCA, information to comply with
FATCA requirements pursuant to clause (xii) of the representations and warranties set forth under the third paragraph of
Exhibit J-1 hereto, as deemed made pursuant to Section 2.5(g) hereto, or pursuant to clause (xiii) of the representations
and warranties set forth under the third paragraph of Exhibit J-2 hereto, as deemed made pursuant to Section 2.5(h)
hereto, or pursuant to clause (xi) of the representations and warranties set forth under the third paragraph of Exhibit
J-3 hereto, made pursuant to Section 2.5(i) hereto, as applicable. Noteholders shall be required to provide to the
Issuer, the Note Administrator or their agents all information, documentation or certification acceptable to it to permit the
Issuer or Note Administrator to comply with its tax reporting obligations under applicable law, including any applicable cost
basis reporting obligations. 






    -69- 


     


    

(e)            
Payments in respect of interest on and principal on the Notes shall be payable by wire transfer in immediately available
funds to a Dollar account maintained by the Holder or its nominee; provided that the Holder has provided wiring instructions
to the Paying Agent on or before the related Record Date or, if wire transfer cannot be effected, by a Dollar check drawn on a
bank in the United States, or by a Dollar check mailed to the Holder at its address in the Notes Register. The Issuer expects that
the Depository or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note held by the Depository
or its nominee, shall immediately credit the applicable Agent Members’ accounts with payments in amounts proportionate to
the respective beneficial interests in such Global Note as shown on the records of the Depository or its nominee. The Issuer also
expects that payments by Agent Members to owners of beneficial interests in such Global Note held through Agent Members will be
governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers
registered in the names of nominees for such customers. Such payments will be the responsibility of the Agent Members. Upon final
payment due on the Maturity of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of
the Note Administrator or at the office of the Paying Agent (or, to a foreign paying agent appointed by the Note Administrator
outside of the United States if then required by applicable law, in the case of a Definitive Note issued in exchange for a beneficial
interest in the Regulation S Global Note) on or prior to such Maturity. None of the Issuer, the Co-Issuer, the Trustee, the
Note Administrator or the Paying Agent will have any responsibility or liability with respect to any records maintained by the
Holder of any Note with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held
therein. In the case where any final payment of principal and interest is to be made on any Note (other than on the Stated Maturity
Date thereof) the Issuer or, upon Issuer Request, the Note Administrator, in the name and at the expense of the Issuer, shall not
more than thirty (30) nor fewer than five (5) Business Days prior to the date on which such payment is to be made, mail to the
Persons entitled thereto at their addresses appearing on the Notes Register, a notice which shall state the date on which such
payment will be made and the amount of such payment and shall specify the place where such Notes may be presented and surrendered
for such payment.


 


(f)            
Subject to the provisions of Section 2.7(a) and Section 2.7(e) hereof, Holders of Notes as of the Record Date
in respect of a Payment Date shall be entitled to the interest accrued and payable in accordance with the Priority of Payments
and principal payable in accordance with the Priority of Payments on such Payment Date. All such payments that are mailed or wired
and returned to the Paying Agent shall be held for payment as herein provided at the office or agency of the Issuer and the Co-Issuer
to be maintained as provided in Section 7.2 (or returned to the Trustee).


 


(g)            
Interest on any Note which is payable, and is punctually paid or duly provided for, on any Payment Date shall be paid to
the Person in whose name that Note (or one or more predecessor Notes) is registered at the close of business on the Record Date
for such interest.


 


(h)            
Payments of principal to Holders of the Notes of each Class shall be made in the proportion that the Aggregate Outstanding
Amount of the Notes of such Class registered in the name of each such Holder on such Record Date bears to the Aggregate Outstanding
Amount of all Notes of such Class on such Record Date. 






    -70- 


     


    

(i)             
Interest accrued with respect to the Notes shall be calculated as described in the applicable form of Note attached hereto.


 


(j)            
All reductions in the principal amount of a Note (or one or more predecessor Notes) effected by payments of installments
of principal made on any Payment Date, Redemption Date or upon Maturity shall be binding upon all future Holders of such Note and
of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment
is noted on such Note.


 


(k)            
Notwithstanding anything contained in this Indenture to the contrary, the obligations of the Issuer and the Co-Issuer under
the Offered Notes, this Indenture and the other Transaction Documents, in each case from time to time and at any time, are limited-recourse
obligations of the Issuer and non-recourse obligations of the Co-Issuer. The Class F Notes, the Class G Notes and the Class H Notes
are limited recourse obligations of the Issuer. The Notes are from time to time and at any time payable solely from the Collateral
available at such time and following realization of the Collateral, all obligations of the Co-Issuers, with respect to the Offered
Notes, or the Issuer, with respect to the Class F Notes, the Class G Notes and the Class H Notes, and any claims of the Noteholders,
the Trustee or any other parties to any Transaction Documents shall be extinguished and shall not thereafter revive. No recourse
shall be had for the payment of any amount owing in respect of the Notes against any Officer, director, employee, shareholder,
limited partner or incorporator of the Issuer, the Co-Issuer or any of their respective successors or assigns for any amounts payable
under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shall not (i) prevent
recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral
or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this
Indenture (to the extent it relates to the obligation to make payments on the Notes) until such Collateral have been realized,
whereupon any outstanding indebtedness or obligation in respect of the Notes, this Indenture and the other Transaction Documents
shall be extinguished and shall not thereafter revive. It is further understood that the foregoing provisions of this paragraph
shall not limit the right of any Person to name the Issuer or the Co-Issuer as a party defendant in any Proceeding or in the exercise
of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking
personal liability shall be asked for or (if obtained) enforced against any such Person or entity.


 


(l)          
Subject to the foregoing provisions of this Section
2.7, each Note delivered under this Indenture and upon registration of
transfer of or in exchange for or in lieu of any other Note shall carry the rights of unpaid interest and principal that were carried
by such other Note.


 


(m)           
Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Notes (but
subject to Section 2.7(f) and (i)), if the Notes have become or been declared due and payable following an Event
of Default and such acceleration of Maturity and its consequences have not been rescinded and annulled and the provisions of Section
5.5 are not applicable, then payments of principal of and interest on such Notes shall be made in accordance with Section
5.7 hereof. 






    -71- 


     


    

(n)            
Payments in respect of the Preferred Shares as contemplated by Section 11.1(a)(i)(24), Section 11.1(a)(ii)(22)
and Section 11.1(a)(i)(21) shall be made by the Paying Agent to the Preferred Share Paying Agent.


 


Section 2.8      Persons Deemed Owners. The Issuer, the Co-Issuer,
the Trustee, the Note Administrator, the Servicer, the Special Servicer, and any of their respective agents may treat as the owner
of a Note the Person in whose name such Note is registered on the Notes Register on the applicable Record Date for the purpose
of receiving payments of principal of and interest and other amounts on such Note and on any other date for all other purposes
whatsoever (whether or not such Note is overdue), and none of the Note Administrator, the Servicer, the Special Servicer, or any
of their respective agents shall be affected by notice to the contrary; provided, however, that the Depository, or
its nominee, shall be deemed the owner of the Global Notes, and owners of beneficial interests in Global Notes will not be considered
the owners of any Notes for the purpose of receiving notices. With respect to the Preferred Shares, on any Payment Date, the Trustee
shall deliver to the Preferred Share Paying Agent the distributions thereon for distribution to the Preferred Shareholders.


 


Section 2.9      Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption, or deemed lost or stolen, shall, upon delivery to the Notes Registrar, be promptly
canceled by the Notes Registrar and may not be reissued or resold. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section 2.9, except as expressly permitted by this Indenture. All canceled Notes
held by the Notes Registrar shall be destroyed or held by the Notes Registrar in accordance with its standard retention policy.
Notes of the most senior Class Outstanding that are held by the Issuer, the Co-Issuer, the Collateral Manager or any of their respective
Affiliates (and not Notes of any other Class) may be submitted to the Notes Registrar for cancellation at any time.


 


Section 2.10    Global Notes; Definitive Notes; Temporary Notes.


 


(a)            
Definitive Notes. Definitive Notes shall only be issued in the following limited circumstances:


 


(i)            
  at the discretion of the Issuer, at the direction of the Collateral Manager, with respect to any Class of Notes,


 


(ii)          
upon Transfer of Global Notes to an IAI or a QIB in accordance with the procedures set forth in Section 2.5(e)(ii),
Section 2.5(e)(iii) or Section 2.5(e)(vi);


 


(iii)          if
a holder of a Definitive Note wishes at any time to exchange such Definitive Note for one or more Definitive Notes or transfer
such Definitive Note to a transferee who wishes to take delivery thereof in the form of a Definitive Note in accordance with this
Section 2.10, such holder may effect such exchange or transfer upon receipt by the Notes Registrar of (A) a Holder’s
Definitive Note properly endorsed for assignment to the transferee, and (B) duly completed certificates in the form of Exhibit
J-3, upon receipt of which the Notes Registrar shall then cancel such Definitive Note in accordance herewith, record the transfer
in the Notes Register in accordance with Section 2.5(a) and upon execution by the Co-Issuers, the Authenticating Agent
shall authenticate and deliver one or more Definitive Notes bearing the same designation as the Definitive Note endorsed for transfer,
registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the
transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Definitive Note surrendered
by the transferor); 






    -72- 


     


    

(iv)            in the event that the Depository notifies the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer,
with respect to the Class F Notes, the Class G Notes and the Class H Notes, that it is unwilling or unable to continue as Depository
for a Global Note or if at any time such Depository ceases to be a “Clearing Agency” registered under the Exchange
Act and a successor depository is not appointed by the Issuer within ninety (90) days of such notice, the Global Notes deposited
with the Depository pursuant to Section 2.2 hereof shall be transferred to the beneficial owners thereof subject to the
procedures and conditions set forth in this Section 2.10.


 


(b)             Any Global Note that is exchanged for a Definitive Note shall be surrendered by the Depository to the Note Administrator’s
Corporate Trust Office together with necessary instruction for the registration and delivery of a Definitive Note to the beneficial
owners (or such owner’s nominee) holding the ownership interests in such Global Note. Any such transfer shall be made, without
charge, and the Authenticating Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an
equal aggregate principal amount of Definitive Notes of the same Class and authorized denominations. Any Definitive Notes delivered
in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.5(f), bear the applicable
legend set forth in Exhibit A-2, B-2, C-2, D-2, E-2, F-2, G-2, H-2
and I-2 as applicable and shall be subject to the transfer restrictions referred to in such applicable legend. The Holder
of each such registered individual Global Note may transfer such Global Note by surrendering it at the Corporate Trust Office of
the Note Administrator, or at the office of the Paying Agent.


 


(c)          
Subject to the provisions of Section 2.10(b) above, the registered Holder of a Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Notes.


 


(d)            
[Reserved]


 


(e)          
In the event of the occurrence of either of the events specified in Section 2.10(a) above, the Issuer and the Co-Issuer
shall promptly make available to the Notes Registrar a reasonable supply of Definitive Notes.


 


Pending the preparation
of Definitive Notes pursuant to this Section 2.10, the Issuer and the Co-Issuer, with respect to the Offered Notes, or
the Issuer, with respect to the Class F Notes, the Class G Notes and the Class H Notes, may execute and, upon Issuer Order, the
Authenticating Agent shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed
or otherwise reproduced, in any authorized denomination, substantially of the tenor of the Definitive Notes in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such
Definitive Notes may determine, as conclusively evidenced by their execution of such Definitive Notes. 






    -73- 


     


    

If temporary Definitive
Notes are issued, the Issuer and the Co-Issuer shall cause permanent Definitive Notes to be prepared without unreasonable delay.
The Definitive Notes shall be printed, lithographed, typewritten or otherwise reproduced, or provided by any combination thereof,
or in any other manner permitted by the rules and regulations of any applicable notes exchange, all as determined by the Officers
executing such Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive
Notes upon surrender of the applicable temporary Definitive Notes at the office or agency maintained by the Issuer and the Co-Issuer
for such purpose, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Definitive Note, the
Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes, the Class G Notes
and the Class H Notes, shall execute, and the Authenticating Agent shall authenticate and deliver, in exchange therefor the same
aggregate principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as Definitive Notes.


 


Section 2.11    U.S. Tax Treatment of Notes and the Issuer. (a) Each
of the Issuer and the Co-Issuer intends that, for U.S. federal income tax purposes, the Notes (unless held by BSPRT or a subsequent
REIT or any entity disregarded into BSPRT or a subsequent REIT, as applicable) be treated as debt and that the Issuer be treated
as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes (unless the Issuer has
received a No Trade or Business Opinion). Each prospective purchaser and any subsequent transferee of a Note or any interest therein
shall, by virtue of its purchase or other acquisition of such Note or interest therein, be deemed to have agreed to treat such
Note in a manner consistent with the preceding sentence for U.S. federal income tax purposes.


 


(b)           
The Issuer and the Co-Issuer shall account for the Offered Notes, or the Issuer, with respect to the Class F Notes, the
Class G Notes and the Class H Notes, and prepare any reports to Noteholders and tax authorities consistent with the intentions
expressed in Section 2.11(a) above.


 


(c)            
Each Holder of Notes shall timely furnish to the Issuer and the Co-Issuer or their respective agents any completed U.S.
federal income tax form or certification (such as IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding and Reporting (Individuals)), IRS Form W-8BEN-E (Certificate of Foreign Status of Beneficial
Owner for the United States Tax Withholding and Reporting (Entities)) IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign
Flow Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting), IRS Form W-9 (Request for
Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certificate of Foreign Person’s Claim that Income
is Effectively Connected with the Conduct of a Trade or Business in the United States) or any successors to such IRS forms that
the Issuer, the Co-Issuer or their respective agents may reasonably request and shall update or replace such forms or certification
in accordance with its terms or its subsequent amendments. Furthermore, Noteholders shall timely furnish any information required
pursuant to Section 2.7(d). 






    -74- 


     


    

(d)            
The Issuer shall be responsible for all calculations or original issue discount on the Notes, if any.


 


(e)            
Each prospective purchaser, any subsequent transferee, and each Holder of a Note or any interest therein shall, by virtue
of its purchase or other acquisition of such Note or interest there, be deemed to agree (i) to provide accurate information and
documentation that may be required for the Issuer or the Co-Issuer to comply with FATCA and the Cayman FATCA Legislation and (ii)
that the Issuer or Co-Issuer may (A) provide such information and documentation and any information concerning its investment in
such Notes to the Cayman Islands Tax Information Authority, the IRS and any other relevant tax authority and (B) take any other
actions necessary for the Issuer or the Co-Issuer to comply with FATCA and the Cayman FATCA Legislation.


 


Section 2.12    Authenticating Agents. Upon the request of the Issuer
and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes, the Class G Notes and the
Class H Notes, the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator may, pursuant to this
Indenture, appoint one (1) or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication
of Notes in connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5
hereof, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections
to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant
to this Section 2.12 shall be deemed to be the authentication of Notes by the Note Administrator.


 


Any corporation or banking
association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
or banking association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party,
or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating
Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent
or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Note
Administrator, the Trustee, the Issuer and the Co-Issuer. The Note Administrator may at any time terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent, the Trustee, the Issuer and the Co-Issuer. Upon receiving
such notice of resignation or upon such a termination, the Note Administrator shall promptly appoint a successor Authenticating
Agent and shall give written notice of such appointment to the Issuer.


 


The Note Administrator
agrees to pay to each Authenticating Agent appointed by it from time to time reasonable compensation for its services, and reimbursement
for its reasonable expenses relating thereto and the Note Administrator shall be entitled to be reimbursed for such payments,
subject to Section 6.7 hereof. The provisions of Section 2.9, Section 6.4 and Section 6.5 hereof
shall be applicable to any Authenticating Agent. 






    -75- 


     


    

Section 2.13    Forced Sale on Failure to Comply with Restrictions.
(a) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a Note or interest therein to a
U.S. Person who is determined not to have been both (1) a QIB or an IAI and (2) a Qualified Purchaser at the time of acquisition
of the Note or interest therein, or any transfer of a Note or interest therein that could result in the Issuer or the Co-Issuer
being subject to ERISA or Section 4975 of the Code or a violation of any Similar Law
or that could constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or
a violation of any Similar Law, or any purchase or transfer of any Class E Notes by a Plan or a plan or entity subject to Similar
Law where the Issuer has not previously received an Opinion of Counsel to the effect that such Notes will be treated as indebtedness
for U.S. federal tax purposes, in any case, shall be null and void and any such proposed transfer of which the Issuer, the
Co-Issuer, the Note Administrator or the Trustee shall have written notice (which includes via electronic mail) may be disregarded
by the Issuer, the Co-Issuer, the Note Administrator and the Trustee for all purposes.


 


(b)            
If the Issuer determines that any Holder of a Note has not satisfied the applicable requirement described in Section
2.13(a) above (any such Person a “Non-Permitted Holder”), then
the Issuer shall promptly after discovery that such Person is a Non-Permitted Holder by the Issuer, the Co-Issuer or a Responsible
Officer of the Paying Agent (and notice by the Paying Agent or the Co-Issuer to the Issuer, if either of them makes the discovery),
send notice (or cause notice to be sent) to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest
to a Person that is not a Non-Permitted Holder within thirty (30) days of the date of such notice. If such Non-Permitted Holder
fails to so transfer its Note or interest therein, the Issuer shall have the right, without further notice to the Non-Permitted
Holder, to sell such Note or interest therein to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such
terms as the Issuer may choose. The Issuer, or a third party acting on behalf of the Issuer, may select the purchaser by soliciting
one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Note,
and selling such Note to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by it
in its sole discretion. The Holder of such Note, the Non-Permitted Holder and each other Person in the chain of title from the
Holder to the Non-Permitted Holder, by its acceptance of an interest in the Note, agrees to cooperate with the Issuer and the Note
Administrator to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection
with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this Section 2.13(b)
shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any Person having an interest in
the Note sold as a result of any such sale or exercise of such discretion.


 


(c)            
If the Issuer (or its agent on its behalf) determines that a Holder has failed for any reason to (i) comply with the Holder
AML Obligations (ii) such information or documentation is not accurate or complete, or (iii) the Issuer otherwise reasonably determines
that such holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve
AML Compliance (any such person a “Non-Permitted AML Holder”), then
the Issuer (or its agent acting on its behalf) shall promptly after discovery that such Person is a Non-Permitted AML Holder by
the Issuer (or its agent on its behalf), send notice (or cause notice to be sent) to such Non-Permitted AML Holder demanding that
such Non-Permitted AML Holder transfer its interest to a Person that is not a Non-Permitted AML Holder within thirty (30) days
of the date of such notice. If such Non-Permitted AML Holder fails to so transfer its Note or interest therein, the Issuer shall
have the right, without further notice to the Non-Permitted AML Holder, to sell such Note or interest therein to a purchaser selected
by the Issuer that is not a Non-Permitted AML Holder on such terms as the Issuer may choose. The Issuer, or a third party acting
on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals
that regularly deal in securities similar to the Note, and selling such Note to the highest such bidder. However, the Issuer may
select a purchaser by any other means determined by it in its sole discretion. The Holder of such Note, the Non-Permitted AML
Holder and each other Person in the chain of title from the Holder to the Non-Permitted AML Holder, by its acceptance of an interest
in the Note, agrees to cooperate with the Issuer and the Note Administrator to effect such transfers. The proceeds of such sale,
net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted AML Holder.
The terms and conditions of any sale under this Section 2.13(c) shall be determined in the sole discretion of the Issuer,
and the Issuer shall not be liable to any Person having an interest in the Note sold as a result of any such sale or exercise
of such discretion. 






    -76- 


     


    

Section 2.14     No Gross Up. The Issuer shall not be obligated to
pay any additional amounts to the Holders or beneficial owners of the Notes as a result of any withholding or deduction for, or
on account of, any present or future taxes, duties, assessments or governmental charges.


 


Section 2.15     Credit Risk Retention. The Securitization Sponsor
shall timely deliver (or cause to be timely delivered) to the Trustee any notices contemplated by Section 10.12(a)(v) of
this Agreement.


 


Section 2.16     Effect of Benchmark Transition Event.


 


(a)            
A Benchmark Transition Event shall be deemed to have occurred for purposes of this Indenture upon receipt by the Issuer
and the Trustee of notice from the Benchmark Agent that a Benchmark Transition Event has occurred. After a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred, LIBOR (or the then-current Benchmark) and the LIBOR Determination
Date (or the then-current Benchmark Determination Date) shall be replaced for all purposes of this Indenture and the Notes by the
applicable Benchmark Replacement and Benchmark Determination Date determined pursuant to the Benchmark Agency Agreement. Notwithstanding
the occurrence of a Benchmark Transition Event, amounts payable on the Notes shall be determined with respect to the then-current
Benchmark (which may be LIBOR as determined in accordance with methods specified in this Indenture) until the occurrence of the
related Benchmark Replacement Date.


 


(b)              
If the Benchmark Replacement is any benchmark other than Term SOFR and the Benchmark Agent later determines on the first
day of any calendar quarter after the related Benchmark Replacement Date that Term SOFR is able to be implemented, and upon receipt
of written notice thereof by the Benchmark Agent to the Issuer and the Trustee and the implementation of any related Benchmark
Replacement Conforming Changes that the Benchmark Agent deems necessary or desirable in accordance with Section 8.1(b)(iv),
Term SOFR shall become the new Unadjusted Benchmark Replacement and shall, together with a new Benchmark Replacement Adjustment
for Term SOFR, replace the then-current Benchmark on the Benchmark Replacement Date for Term SOFR.


 


(c)            
In connection with the occurrence of any Benchmark Transition Event (or notice of a redetermination of a Benchmark Replacement
to Term SOFR in accordance with the Benchmark Agency Agreement) and its related Benchmark Replacement Date, or from time to time
thereafter, upon the direction of the Benchmark Agent pursuant to the Benchmark Agency Agreement, the Issuer shall cause a supplemental
indenture in accordance with Section 8.1(b)(iv) to be entered into to implement a Benchmark Replacement and to make
such Benchmark Replacement Conforming Changes, if any, as the Benchmark Agent determines may be necessary or desirable to administer,
implement or adopt the applicable Benchmark Replacement and the related Benchmark Replacement Adjustment. Any failure to amend
this Indenture pursuant to Section 8.1(b)(iv) on or prior to the Benchmark Replacement Date shall not affect the implementation
of a Benchmark Replacement on such Benchmark Replacement Date, it being understood such matters will be binding upon the parties
as described in clause (c) below pending the execution and delivery of any such amendment. 






    -77- 


     


    

(d)            
Any determination, implementation, adoption, decision, proposal or election that may be made by the Benchmark Agent pursuant
to the Benchmark Agency Agreement, with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement,
Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes including any determination with respect to a tenor,
observation period, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection, shall be conclusive and binding on the parties hereto and the Noteholders
absent manifest error, may be made in the sole discretion of the Benchmark Agent and may be relied upon by the Trustee and the
Calculation Agent without investigation.


 


(e)            
Notwithstanding anything to the contrary in this Indenture, any notices from the Benchmark Agent with respect to any Benchmark
Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming
Changes or any other determination or selection may be made in the manner provided in the Benchmark Agency Agreement.


 


Each holder of an interest
in any Note or Preferred Share, by the acceptance of its interest, shall be deemed to have irrevocably (i) agreed that the Benchmark
Agent shall have no liability for any action taken or omitted by it or its agents in the performance of its role as Benchmark Agent
under the Benchmark Agency Agreement and (ii) released the Benchmark Agent from any claim or action whatsoever relating to its
performance as Benchmark Agent.


 


ARTICLE
3



CONDITIONS PRECEDENT; PLEDGED COLLATERAL INTERESTS


 


Section 3.1      General
Provisions. The Notes to be issued on the Closing Date shall be executed by the Issuer and the Co-Issuer, with respect
to the Offered Notes, or the Issuer, with respect to the Class F Notes, the Class G Notes and the Class H Notes, upon compliance
with Section 3.2 and shall be delivered to the Authenticating Agent for authentication and thereupon the same shall be
authenticated and delivered by the Authenticating Agent upon Issuer Request. The Issuer shall cause the following items to be
delivered to the Trustee on or prior to the Closing Date: 






    -78- 


     


    

(a)            
an Officer’s Certificate of the Issuer (i) evidencing the authorization by Board Resolution of the execution
and delivery of this Indenture, the Servicing Agreement, the Future Funding Agreement, the Placement Agency Agreement and related
documents, the execution, authentication and delivery of the Notes and specifying the Stated Maturity Date of each Class of Notes,
the principal amount of each Class of Notes and the applicable Note Interest Rate of each Class of Notes to be authenticated and
delivered, and (ii) certifying that (A) the attached copy of the Board Resolution is a true and complete copy thereof,
(B) such resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (C) the
Directors authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon;


 


(b)            
an Officer’s Certificate of the Co-Issuer (i) evidencing the authorization by Board Resolution of the execution
and delivery of this Indenture and related documents, the execution, authentication and delivery of the Notes and specifying the
Stated Maturity Date of each Class of Notes, the principal amount of each Class of Notes and the applicable Note Interest Rate
of each Class of Notes to be authenticated and delivered, and (ii) certifying that (A) the attached copy of the Board
Resolution is a true and complete copy thereof, (B) such resolutions have not been rescinded and are in full force and effect
on and as of the Closing Date and (C) each Officer authorized to execute and deliver the documents referenced in clause (b)(i)
above holds the office and has the signature indicated thereon;


 


(c)            
an opinion of Cadwalader, Wickersham & Taft LLP (which opinion may be limited to the laws of the State of New York and
the federal law of the United States and may assume, among other things, the correctness of the representations and warranties
made or deemed made by the owners of Notes pursuant to Sections 2.5(g), (h) and (i)) dated the Closing
Date, as to certain matters of New York law and certain United States federal income tax and securities law matters, in a form
satisfactory to the Placement Agents;


 


(d)            
an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Co-Issuers dated the Closing Date, relating
to the validity of the Grant hereunder and the perfection of the Trustee’s security interest in the Collateral;


 


(e)            
opinions of Cadwalader, Wickersham & Taft LLP, counsel to the Co-Issuers, BSPRT and the Seller, regarding (i) certain
true sale and non-consolidation matters with respect to the Issuer and (ii) certain corporate and enforceability matters with
respect to the Co-Issuers, BSPRT Holder, the Seller, the Collateral Manager, the Advancing Agent and BSPRT;


 


(f)            
an opinion of Hogan Lovells US LLP, special counsel to BSPRT, dated the Closing Date, regarding certain 1940 Act issues
and its qualification and taxation as a REIT;


 


(g)            
an opinion of Hogan Lovells US LLP, special counsel to BSPRT, dated the Closing Date, regarding certain issues of Maryland
law;


 


(h)            
an opinion of in-house counsel to the Collateral Manager and the Special Servicer, dated the Closing Date, regarding certain
issues of Delaware law;


 


(i)             
an opinion of Walkers, Cayman Islands counsel to the Issuer, dated the Closing Date, regarding certain issues of Cayman
Islands law; 






    -79- 


     


    

(j)             
opinions of Richards, Layton & Finger P.A., special Delaware counsel to the Co-Issuer and BSPRT Holder, dated the Closing
Date, regarding certain issues of Delaware law and regarding authority to file bankruptcy;


 


(k)            
an opinion of Richards, Layton & Finger P.A., special Delaware counsel to Seller and BSPRT Operating Partnership, dated
the Closing Date, regarding certain issues of Delaware law;


 


(l)             
an opinion of Kilpatrick Townsend & Stockton LLP, counsel to the Servicer, dated the Closing Date, regarding certain
issues of New York law, Texas law and Delaware law, in a form satisfactory to the Trustee;


 


(m)           
an opinion of Alston & Bird LLP, counsel to U.S. Bank National Association, regarding certain matters of United States,
New York and Minnesota law;


 


(n)            
an Officer’s Certificate given on behalf of the Issuer and without personal liability, stating that the Issuer is
not in Default under this Indenture and that the issuance of the Securities by the Issuer will not result in a breach of any of
the terms, conditions or provisions of, or constitute a Default under, the Governing Documents of the Issuer, any indenture or
other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative
agency entered in any Proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; that
all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes applied for and all
conditions precedent provided in the Preferred Share Paying Agency Agreement relating to the issuance by the Issuer of the Preferred
Shares have been complied with and that all expenses due or accrued with respect to the offering or relating to actions taken on
or in connection with the Closing Date have been paid;


 


(o)            
an Officer’s Certificate given on behalf of the Co-Issuer stating that the Co-Issuer is not in Default under this
Indenture and that the issuance of the Notes by the Co-Issuer will not result in a breach of any of the terms, conditions or provisions
of, or constitute a Default under, the Governing Documents of the Co-Issuer, any indenture or other agreement or instrument to
which the Co-Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding
to which the Co-Issuer is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided
in this Indenture relating to the authentication and delivery of the Notes applied for have been complied with and that all expenses
due or accrued with respect to the offering or relating to actions taken on or in connection with the Closing Date have been paid;


 


(p)            
executed counterparts of the Collateral Interest Purchase Agreement, the Servicing Agreement, the Collateral Management
Agreement, the Advisory Committee Member Agreement, the Participation Agreements, the Future Funding Agreement, the Placement Agency
Agreement, the Preferred Share Paying Agency Agreement and the Securities Account Control Agreement;


 


(q)            
an Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Collateral
Interests in the data tape, dated March 5, 2021, an Accountants’ Report on applying Agreed-Upon Procedures with respect
to certain information concerning the Collateral Interests in the Preliminary Offering Memorandum of the Co-Issuers, dated March
10, 2021, and the Structural and Collateral Term Sheet dated March 10, 2021, and an Accountant’s Report on applying Agreed-Upon
Procedures with respect to certain information concerning the Collateral Interests in the Offering Memorandum; 






    -80- 


     


    

(r)             
evidence of preparation for filing at the appropriate filing office in the District of Columbia of a financing statement,
on behalf of the Issuer, relating to the perfection of the lien of this Indenture in that Collateral in which a security interest
may be perfected by filing under the UCC;


 


(s)            
an Issuer Order executed by the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect
to the Class F Notes, the Class G Notes and the Class H Notes, directing the Authenticating Agent to (i) authenticate the
Notes specified therein, in the amounts set forth therein and registered in the name(s) set forth therein and (ii) deliver
the authenticated Notes as directed by the Issuer and the Co-Issuer;


 


(t)             
the EU/UK Risk Retention Letter; and


 


(u)            
the Future Funding Indemnitor certification pursuant to Section 12.5(b).


 


Section 3.2       Security for Notes. Prior to the issuance of the
Notes on the Closing Date, the Issuer shall cause the following conditions to be satisfied:


 


(a)            
Grant of Security Interest; Delivery of Collateral Interests. The Grant pursuant to the Granting Clauses of this
Indenture of all of the Issuer’s right, title and interest in and to the Collateral and the transfer of all Closing Date
Collateral Interests acquired in connection therewith purchased by the Issuer on the Closing Date (as set forth in Schedule A
hereto) to the Trustee, without recourse (except as expressly provided in each applicable Collateral Interest Purchase Agreement),
in the manner provided in Section 3.3(a) and the crediting to the Custodial Account by the Securities Intermediary of such
Closing Date Collateral Interests.


 


(b)            
Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and
without personal liability, dated as of the Closing Date, delivered to the Trustee and the Note Administrator, to the effect that,
in the case of each Closing Date Collateral Interest pledged to the Trustee for inclusion in the Collateral on the Closing Date
and immediately prior to the delivery thereof on the Closing Date:


 


(i)             
the Issuer is the owner of such Closing Date Collateral Interest free and clear of any liens, claims or encumbrances of
any nature whatsoever except for those which are being released on the Closing Date;


 


(ii)            
the Issuer has acquired its ownership in such Closing Date Collateral Interest in good faith without notice of any adverse
claim, except as described in paragraph (i) above;


 


(iii)           
the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Collateral Interest (or,
if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant
to this Indenture; 






    -81- 


     


    

(iv)           
the Asset Documents with respect to such Closing Date Collateral Interest do not prohibit the Issuer from Granting a security
interest in and assigning and pledging such Closing Date Collateral Interest to the Trustee;


 


(v)            
the information set forth with respect to each such Closing Date Collateral Interest in Schedule A is true correct;


 


(vi)           
the Closing Date Collateral Interests included in the Collateral satisfy the requirements of Section 3.2(a);


 


(vii)          
(1)             the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture
by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured
Parties in all of the Issuer’s right, title and interest in and to the Closing Date Collateral Interests pledged to the Trustee
for inclusion in the Collateral on the Closing Date; and


 


  (2)            
upon the delivery of (A) with respect to each Collateral Interest (other than a Collateral Interest that is a Participation
in a Non-Serviced Loan), each mortgage note evidencing the obligations of the borrowers under the related Mortgage Loan, each participation
certificate (if any) evidencing such Collateral Interest (if applicable), and (B) with respect to each Collateral Interest that
is a Participation in a Non-Serviced Loan), the participation certificate evidencing such Collateral Interest, in each case to
the Custodian on behalf of the Trustee, at the Custodian’s office in Minneapolis, Minnesota, the Trustee’s security
interest in all Collateral Interests shall be a validly perfected, first priority security interest under the UCC as in effect
in the State of Minnesota.


 


(c)            
Rating Letters. the Issuer and/or Co-Issuer’s receipt of a signed letter from the Rating Agencies confirming
that (i) the Class A Notes have been issued with a rating of “AAA(sf)” by DBRS Morningstar and “Aaa(sf)”
by Moody’s, (ii) the Class A-S Notes have been issued with a rating of at least “AAA(sf)” by DBRS Morningstar,
(iii) the Class B Notes have been issued with a rating of at least “AA(low)(sf)” by DBRS Morningstar, (iv) the
Class C Notes have been issued with a rating of at least “A(low)(sf)” by DBRS Morningstar, (v) the Class D Notes
have been issued with a rating of at least “BBB(sf)” by DBRS Morningstar, (vi) the Class E Notes have been issued with
a rating of at least “BBB(low)(sf)” by DBRS Morningstar, (vii) the Class F Notes have been issued with a rating of
at least “BB(high)(sf)” by DBRS Morningstar, (viii) the Class G Notes have been issued with a rating of at least “BB(low)(sf)”
by DBRS Morningstar and (ix) the Class H Notes have been issued with a rating of at least “B(low)(sf)” by DBRS Morningstar
and that such ratings are in full force and effect on the Closing Date.


 


(d)            
Accounts. Evidence of the establishment of the Payment Account, the Preferred Share Distribution Account, the Reinvestment
Account, the Custodial Account, the Collection Account, the Expense Reserve Account, the Unused Proceeds Account and the Participated
Mortgage Loan Collection Account. 






    -82- 


     


    

(e)            
Deposit to Expense Reserve Account. On the Closing Date, the Issuer shall deposit U.S.$150,000 into the Expense Reserve
Account from the gross proceeds of the offering of the Securities.


 


(f)          
Deposit to Unused Proceeds Account. On the Closing Date, the Issuer shall deposit into the Unused Proceeds Account,
U.S.$253,272,286.


 


(g)            
Issuance of Preferred Shares. The Issuer shall have confirmed that the Preferred Shares have been, or contemporaneously
with the issuance of the Notes will be, (i) issued by the Issuer and (ii) acquired in their entirety by BSPRT Holder.


 


Section 3.3      Transfer of Collateral. (a) U.S. Bank, National
Association, as document custodian (in such capacity, the “Custodian”),
is hereby appointed as Custodian to hold all of the mortgage notes and/or participation certificates required to be delivered to
it by the Issuer on the Closing Date or on the closing date of the acquisition of any Ramp-Up Collateral Interest, Reinvestment
Collateral Interest, Replenishment Collateral Interest or Exchange Collateral Interest, at its office in St. Paul, Minnesota.
Any successor to the Custodian shall be a U.S. state or national bank or trust company that is not an Affiliate of the Issuer or
the Co-Issuer and has capital and surplus of at least U.S.$200,000,000 and whose long-term unsecured debt is rated at least “Baa1”
by Moody’s. Subject to the limited right to relocate Collateral set forth in Section 7.5(b), the Custodian shall hold
all Asset Documents at its Corporate Trust Office.


 


(b)            
All Eligible Investments and other investments purchased in accordance with this Indenture in the respective Accounts in
which the funds used to purchase such investments shall be held in accordance with Article 10 and, in respect of each
Indenture Account, the Trustee on behalf of the Secured Parties shall have entered into a securities account control agreement
with the Issuer, as debtor and U.S. Bank National Association, as “securities intermediary” (within the meaning of
Section 8-102(a)(14) of the UCC as in effect in the State of New York) (together with its permitted successors and assigns
in the trusts hereunder, the “Securities Intermediary”), and the Trustee,
as secured party (the “Securities Account Control Agreement”) providing,
inter alia, that the establishment and maintenance of such Indenture Account will be governed by the law of the State of
New York. The security interest of the Trustee in Collateral shall be perfected and otherwise evidenced as follows:


 


(i)             
in the case of such Collateral consisting of Security Entitlements, by the Issuer (A) causing the Securities Intermediary,
in accordance with the Securities Account Control Agreement, to indicate by book entry that a Financial Asset has been credited
to the Custodial Account and (B) causing the Securities Intermediary to agree pursuant to the Securities Account Control Agreement
that it will comply with Entitlement Orders originated by or on behalf of the Trustee with respect to each such Security Entitlement
without further consent by the Issuer;


 


(ii)            
in the case of Collateral that consists of Instruments or Certificated Securities (the “Minnesota
Collateral”), to the extent that any such Minnesota Collateral does not constitute a Financial Asset forming
the basis of a Security Entitlement acquired by the Trustee pursuant to clause (i), by the Issuer causing (A) the Custodian,
on behalf of the Trustee, to acquire possession of such Minnesota Collateral in the State of Minnesota or (B) another Person
(other than the Issuer or a Person controlling, controlled by, or under common control with, the Issuer) (1) to (x) take
possession of such Minnesota Collateral in the State of Minnesota and (y) authenticate a record acknowledging that it holds
such possession for the benefit of the Trustee or (2) to (x) authenticate a record acknowledging that it will hold possession
of such Minnesota Collateral for the benefit of the Trustee and (y) take possession of such Minnesota Collateral in the State
of Minnesota; 






    -83- 


     


    

(iii)           
in the case of Collateral that consist of General Intangibles and all other Collateral of the Issuer in which a security
interest may be perfected by filing a financing statement under Article 9 of the UCC as in effect in the District of Columbia,
filing or causing the filing of a UCC financing statement naming the Issuer as debtor and the Trustee as secured party, which financing
statement reasonably identifies all such Collateral, with the Recorder of Deeds of the District of Columbia;


 


(iv)           
in the case of Collateral that consists of General Intangibles, causing the registration of the security interests granted
under this Indenture in the register of mortgages and charges of the Issuer maintained at the Issuer’s registered office
in the Cayman Islands; and


 


(v)            
in the case of Collateral that consists of Cash on deposit in any Servicing Account managed by the Servicer or Special Servicer
pursuant to the terms of the Servicing Agreement, to deposit such Cash in a Servicing Account, which Servicing Account is in the
name of the Servicer or Special Servicer on behalf of the Trustee.


 


(c)            
The Issuer hereby authorizes the filing of UCC financing statements describing as the collateral covered thereby “all
of the debtor’s personal property and Collateral,” or words to that effect, notwithstanding that such wording may be
broader in scope than the Collateral described in this Indenture.


 


(d)            
Without limiting the foregoing, the Trustee shall cause the Note Administrator to take such different or additional action
as the Trustee may be advised by advice of counsel to the Trustee, Note Administrator or the Issuer (delivered to the Trustee and
the Note Administrator) is reasonably required in order to maintain the perfection and priority of the security interest of the
Trustee in the event of any change in applicable law or regulation, including Articles 8 and 9 of the UCC and Treasury Regulations
governing transfers of interests in Government Items (it being understood that the Note Administrator shall be entitled to rely
upon an Opinion of Counsel, including an Opinion of Counsel delivered in accordance with Section 3.1(d), as to the need
to file any financing statements or continuation statements, the dates by which such filings are required to be made and the jurisdictions
in which such filings are required to be made).


 


(e)            
Without limiting any of the foregoing, in connection with each Grant of a Collateral Interest hereunder, the Issuer shall
deliver (or cause to be delivered by the Seller) to the Custodian, in each case to the extent specified on the closing checklist
in the form of Exhibit K attached hereto for such Collateral Interest provided to the Custodian (with a copy to the Servicer)
by the Issuer (or the Seller) the following documents (collectively, the “Collateral
Interest File”): 






    -84- 


     


    

(i)            
if such Collateral Interest is a Mortgage Loan:


 


(1)            
the original mortgage note or promissory note, as applicable, bearing all intervening endorsements, endorsed in blank or
endorsed “Pay to the order of U.S. Bank National Association, as Trustee, without recourse,” and signed in the name
of the last endorsee by an authorized Person;


 


(2)            
an original blanket assignment of all unrecorded documents with respect to such Mortgage Loan to the Issuer or in the name
of the Issuer, in each case in form and substance acceptable for recording;


 


(3)            
the original of any guarantee executed in connection with the mortgage note or promissory note, if any;


 


(4)            
the original mortgage with evidence of recording thereon, or a copy thereof together with an Officer’s Certificate
of the Issuer (or the Seller) certifying that such represents a true and correct copy of the original and that such original has
been submitted or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction
where the encumbered property is located, in which case, recordation information shall not be required;


 


(5)            
the originals of all assumption, modification, consolidation or extension agreements with evidence of recording thereon
(or a copy thereof together with an Officer’s Certificate of the Issuer (or the Seller) certifying that such represents a
true and correct copy of the original and that such original has been submitted or delivered to an escrow agent for recordation
in the appropriate governmental recording office of the jurisdiction where the encumbered property is located, in which case, recordation
information shall not be required), together with any other recorded document relating to the Mortgage Loan otherwise included
in the Collateral Interest File;


 


(6)          
the original assignment of mortgage in blank or in the name of the Issuer, in form and substance acceptable for recording
and signed in the name of the last endorsee;


 


(7)           the originals of all intervening assignments of mortgage, if any, with evidence of recording thereon, showing an unbroken
chain of title from the originator thereof to the last endorsee, or copies thereof together with an Officer’s Certificate
of the Issuer certifying that such represent true and correct copies of the originals and that such originals have each been submitted
or delivered to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the
encumbered property is located, in which case, recordation information shall not be required;


 


(8)            
an original (which may be in the form of an electronically issued title policy) mortgagee policy of title insurance or
a conformed version of the mortgagee’s title insurance commitment either marked as binding for insurance or attached to
an escrow closing letter, countersigned by the title company or its authorized agent if the original mortgagee’s title insurance
policy has not yet been issued; 






    -85- 


     


    

(9)             the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage
Loan, if any;


 


(10)           the
original assignment of leases and rents, if any, with evidence of recording thereon, or a copy thereof together with an Officer’s
Certificate of the Issuer certifying that such copy represents a true and correct copy of the original that has been submitted or delivered
to an escrow agent for recordation in the appropriate governmental recording office of the jurisdiction where the encumbered property
is located, in which case, recordation information shall not be required;


 


(11)            the
original assignment of any assignment of leases and rents in blank or in the name of the Trustee, in form and substance acceptable for
recording;


 


(12)            a
filed copy of the UCC-1 financing statements with evidence of filing thereon, and UCC-3 assignments in blank, which UCC-3 assignments
shall be in form and substance acceptable for filing;


 


(13)             the
original of any related loan agreement;


 


(14)             the original of any related guarantee;


 


(15)             the
original of the environmental indemnity agreement, if any;


 


(16)             the
original of any general collateral assignment of all other documents held by the Issuer in connection with the Mortgage Loan;


 


(17)             an
original of any disbursement letter from the collateral obligor to the original mortgagee;


 


(18)             an
original of the survey of the related Mortgaged Properties;


 


(19)             a
copy of any property management agreements;


 


(20)             a
copy of any ground leases;


 


(21)             a
copy of any related environmental insurance policy and environmental report with respect to the related Mortgaged Properties;


 


(22)             with respect to any Mortgage Loan with related mezzanine or other subordinate debt (other than a companion participation),
a copy of any related co-lender agreement, intercreditor agreement, subordination agreement or other similar agreement; 






    -86- 


     


    

(23)          
with respect to any Mortgage Loan secured by a hospitality property, a copy of any related franchise agreement, an original
or copy of any comfort letter related thereto, and if, pursuant to the terms of such comfort letter, the general assignment of
the Mortgage Loan is not sufficient to transfer or assign the benefits of such comfort letter to the Issuer, a copy of the notice
by the Seller to the franchisor of the transfer of such Mortgage Loan and/or a copy of the request for the issuance of a new comfort
letter in favor of the Issuer (in each case, as and to the extent required pursuant to the terms of such comfort letter);


 


(24)          
a copy of any opinion of counsel;


 


(25)          
the following additional documents, (a) allonge, endorsed in blank; (b) assignment of mortgage, in blank, in form
and substance acceptable for recording; (c) assignment of leases and rents, in blank, in form and substance acceptable for
recording; and (d) blanket assignment, in blank, in form and substance acceptable for recording;


 


(ii)           
if such Collateral Interest is a Participation:


 


(1)            
each of the documents specified in (i) above with respect to the related Mortgage Loan (other than a Non-Serviced Loan);


 


(2)            
an original of any participation certificate together with any and all intervening endorsements thereon, endorsed in blank
on its face or by endorsement or stock power attached thereto (without recourse, representation or warranty, express or implied);


 


(3)            
an original assignment of the participation certificate evidencing such Participation from the Issuer to blank;


 


(4)            
an original or a copy of the related Participation Agreement; and


 


(5)            
a copy of any related companion participation certificate.


 


With respect to any documents which have
been delivered or are being delivered to recording offices for recording and have not been returned to the Issuer (or the Seller)
in time to permit their delivery hereunder at the time required, the Issuer (or the Seller) shall deliver such original recorded
documents to the Custodian promptly when received by the Issuer (or the Seller) from the applicable recording office.


 


(f)            
The execution and delivery of this Indenture by the Custodian shall constitute certification that (i) each original
note required to be delivered to the Custodian on behalf of the Trustee by the Issuer (or the Seller) and all allonges thereto,
if any, have been received by the Custodian; and (ii) such original note has been reviewed by the Custodian and (A) appears
regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the borrower),
(B) appears to have been executed and (C) purports to relate to the related Collateral Interest. The Custodian agrees
to review or cause to be reviewed the Collateral Interest Files within thirty (30) days after the Closing Date, and to deliver
to the Issuer, the Note Administrator, the Servicer, the Collateral Manager and the Trustee a certification in the form of Exhibit
L attached hereto, indicating, subject to any exceptions found by it in such review (and any related exception report and
any subsequent reports thereto shall be delivered to the other parties hereto, the Servicer in electronic format, including Excel-compatible
format), (A) those documents referred to in Section 3.3(e) that have been received, and (B) that such documents
have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (as applicable) and have
not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Collateral Interest. The Custodian shall
have no responsibility for reviewing the Collateral Interest File except as expressly set forth in this Section 3.3(f).
None of the Trustee, the Note Administrator, and the Custodian shall be under any duty or obligation to inspect, review, or examine
any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally
sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is
in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 3.3(e)), whether
any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine
that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports
to be on its face, or whether the title insurance policies relate to the Mortgaged Property. 






    -87- 


     


    

(g)            
No later than the ninetieth (90th) day after the Closing Date, the Custodian shall (i) deliver to the Issuer, with
a copy to the Note Administrator, the Trustee, the Collateral Manager and the Servicer a final exception report (which report and
any updates or modifications thereto shall be delivered in electronic format, including Excel-compatible format) as to any remaining
documents that are required to be, but are not in the Collateral Interest File and (ii) request that the Issuer cause such
document deficiency to be cured.


 


(h)            
Without limiting the generality of the foregoing:


 


(i)             
from time to time upon the request of the Trustee, the Collateral Manager, Servicer or Special Servicer, the Issuer shall
deliver (or cause to be delivered) to the Custodian any Asset Document in the possession of the Issuer and not previously delivered
hereunder (including originals of Asset Documents not previously required to be delivered as originals) and as to which the Trustee,
Collateral Manager, Servicer or Special Servicer, as applicable, shall have reasonably determined, or shall have been advised,
to be necessary or appropriate for the administration of such Commercial Real Estate Loan hereunder or under the Servicing Agreement
or for the protection of the security interest of the Trustee under this Indenture;


 


(ii)            
in connection with any delivery of documents to the Custodian pursuant to clause (i) above, the Custodian shall deliver
to the Collateral Manager and the Servicer, on behalf of the Issuer, a Certification in the form of Exhibit L acknowledging
the receipt of such documents by the Custodian and that it is holding such documents subject to the terms of this Indenture; and


 


(iii)            
from time to time upon request of the Collateral Manager, the Servicer or the Special Servicer, the Custodian shall, upon
delivery by the Collateral Manager, the Servicer or Special Servicer, as applicable, of a Request for Release in the form of Exhibit
M hereto, release to the Collateral Manager, the Servicer or the Special Servicer, as applicable, such of the Asset Documents
then in its custody as the Collateral Manager, the Servicer or Special Servicer, as applicable, reasonably so requests. By submission
of any such Request for Release, the Collateral Manager, the Servicer or the Special Servicer, as applicable, shall be deemed
to have represented and warranted that it has determined in accordance with the Collateral Management Standard or the Servicing
Standard, respectively, set forth in the Collateral Management Agreement or the Servicing Agreement, as the case may be, that
the requested release is necessary for the administration of such Commercial Real Estate Loan hereunder or under the Collateral
Management Agreement or under the Servicing Agreement or for the protection of the security interest of the Trustee under this
Indenture. The Collateral Manager, the Servicer or the Special Servicer shall return to the Custodian each Asset Document released
from custody pursuant to this clause (iii) within twenty (20) Business Days of receipt thereof (except such Asset Documents
as are released in connection with a sale, exchange or other disposition, in each case only as permitted under this Indenture,
of the related Collateral Interest that is consummated within such twenty (20)-day period). Notwithstanding the foregoing provisions
of this clause (iii), any note, participation certificate or other instrument evidencing a Pledged Collateral Interest shall
be released only for the purpose of (1) a sale, exchange or other disposition of such Pledged Collateral Interest that is
permitted in accordance with the terms of this Indenture, (2) presentation, collection, renewal or registration of transfer
of such Collateral Interest or (3) in the case of any note, in connection with a payment in full of all amounts owing under
such note. 






    -88- 


     


    

(i)             
As of the Closing Date (with respect to the Collateral owned or existing as of the Closing Date) and each date on which
any Collateral is acquired (only with respect to each Collateral so acquired or arising after the Closing Date), the Issuer represents
and warrants as follows:


 


(i)             
this Indenture creates a valid and continuing security interest (as defined in the UCC) in the Collateral in favor of the
Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, and is enforceable as such
against creditors of and purchasers from the Issuer;


 


(ii)            
the Issuer owns and has good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of
any Person;


 


(iii)           
in the case of each Collateral, the Issuer has acquired its ownership in such Collateral in good faith without notice of
any adverse claim as defined in Section 8-102(a)(1) of the UCC as in effect on the date hereof;


 


(iv)           
other than the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to this Indenture,
the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral;


 


(v)            
the Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include
a description of collateral covering the Collateral other than any financing statement (x) relating to the security interest
granted to the Trustee for the benefit of the Secured Parties hereunder or (y) that has been terminated; the Issuer is not
aware of any judgment lien, Pension Benefit Guarantee Corporation lien or tax lien filings against the Issuer; 






    -89- 


     


    

(vi)           
the Issuer has received all consents and approvals required by the terms of each Collateral and the Transaction Documents
to grant to the Trustee its interest and rights in such Collateral hereunder;


 


(vii)          
the Issuer has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral
granted to the Trustee for the benefit of the Secured Parties hereunder;


 


(viii)         
all of the Collateral constitutes one or more of the following categories: an Instrument, a General Intangible, a Certificated
Security or an uncertificated security, or a Financial Asset in which a Security Entitlement has been created and that has been
or will have been credited to a Securities Account and Proceeds of all the foregoing;


 


(ix)            
the Securities Intermediary has agreed to treat all Collateral credited to the Custodial Account as a Financial Asset;


 


(x)             
the Issuer has delivered a fully executed Securities Account Control Agreement pursuant to which the Securities Intermediary
has agreed to comply with all instructions originated by the Trustee relating to the Indenture Accounts without further consent
of the Issuer; none of the Indenture Accounts is in the name of any Person other than the Issuer, the Note Administrator or the
Trustee; the Issuer has not consented to the Securities Intermediary to comply with any Entitlement Orders in respect of the Indenture
Accounts and any Security Entitlement credited to any of the Indenture Accounts originated by any Person other than the Trustee
or the Note Administrator on behalf of the Trustee;


 


(xi)            
(A) all original executed copies of each promissory note, participation certificate or other writings that constitute or
evidence any pledged obligation that constitutes an Instrument have been delivered to the Custodian for the benefit of the Trustee
and (B) none of the promissory notes, participation certificates or other writings that constitute or evidence such collateral
has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed by the Issuer to any Person other
than the Trustee;


 


(xii)          
each of the Indenture Accounts constitutes a Securities Account in respect of which U.S. Bank National Association has agreed
to be Securities Intermediary pursuant to the Securities Account Control Agreement on behalf of the Trustee as secured party under
this Indenture.


 


(j)             
The Note Administrator shall cause all Eligible Investments delivered to the Note Administrator on behalf of the Issuer
(upon receipt by the Note Administrator thereof) to be promptly credited to the applicable Account. 






    -90- 


     


    

ARTICLE
4



SATISFACTION AND DISCHARGE


 


Section 4.1       Satisfaction and Discharge of Indenture. This Indenture
shall be discharged and shall cease to be of further effect except as to (i) rights of registration of transfer and exchange,
(ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) the rights, protections, indemnities and immunities of the Note Administrator
(in each of its capacities) and the Trustee and the specific obligations set forth below hereunder, (v) the rights, obligations
and immunities of the Collateral Manager hereunder, under the Collateral Management Agreement and under the Servicing Agreement,
and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Custodian or Securities
Intermediary (on behalf of the Trustee) and payable to all or any of them (and the Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) when:


 


(a)           
(i)             either:


 


(1)            
all Notes theretofore authenticated and delivered to Noteholders (other than (A) Notes which have been mutilated, defaced,
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Notes for which payment
has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided
in Section 7.3) have been delivered to the Note Registrar for cancellation; or


 


(2)            
all Notes not theretofore delivered to the Note Registrar for cancellation (A) have become due and payable, or (B) shall
become due and payable at their Stated Maturity Date within one year, or (C) are to be called for redemption pursuant to
ARTICLE 9 under an arrangement satisfactory to the Note Administrator for the giving of notice of redemption by the Issuer
and the Co-Issuer pursuant to Section 9.3 and either (x) the Issuer has irrevocably deposited or caused to be deposited
with the Note Administrator, Cash or non-callable direct obligations of the United States of America; which obligations are entitled
to the full faith and credit of the United States of America or are debt obligations which are rated “Aaa” by Moody’s
in an amount sufficient, as recalculated by a firm of Independent nationally-recognized certified public accountants, to pay and
discharge the entire indebtedness (including, in the case of a redemption pursuant to Section 9.1, the Redemption Price)
on such Notes not theretofore delivered to the Note Administrator for cancellation, for principal and interest to the date of
such deposit (in the case of Notes which have become due and payable), or to the respective Stated Maturity Date or the respective
Redemption Date, as the case may be or (y) in the event all of the Collateral is liquidated following the satisfaction of
the conditions specified in ARTICLE 5, the Issuer shall have deposited or caused to be deposited with the Note Administrator,
all proceeds of such liquidation of the Collateral, for payment in accordance with the Priority of Payments; 






    -91- 


     


    

(ii)            
the Issuer and the Co-Issuer have paid or caused to be paid all other sums then due and payable hereunder (including any
amounts then due and payable pursuant to the Collateral Management Agreement and the Servicing Agreement) by the Issuer and Co-Issuer
and no other amounts are scheduled to be due and payable by the Issuer other than Dissolution Expenses; and


 


(iii)           
the Co-Issuers have delivered to the Trustee and the Note Administrator Officer’s certificates and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have
been complied with;


 


provided, however, that in
the case of clause (a)(i)(2)(x) above, the Issuer has delivered to the Trustee and Note Administrator an opinion of Cadwalader,
Wickersham & Taft LLP or an opinion of another tax counsel of nationally recognized standing in the United States experienced
in such matters to the effect that the Noteholders would recognize no income gain or loss for U.S. federal income tax purposes
as a result of such deposit and satisfaction and discharge of this Indenture; or


 


(b)             (i)            each of the Co-Issuers has delivered to the Trustee and Note Administrator a certificate stating that (1) there
is no Collateral (other than (x) the Collateral Management Agreement, the Servicing Agreement and the Servicing Accounts related
thereto and the Securities Account Control Agreement and the Indenture Accounts related thereto and (y) Cash in an amount
not greater than the Dissolution Expenses) that remain subject to the lien of this Indenture, and (2) all funds on deposit
in or to the credit of the Accounts have been distributed in accordance with the terms of this Indenture or have otherwise been
irrevocably deposited with the Servicer under the Servicing Agreement for such purpose; and


 


(ii)            
the Co-Issuers have delivered to the Note Administrator and the Trustee Officer’s certificates and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have
been complied with.


 


Notwithstanding the satisfaction
and discharge of this Indenture, the rights and obligations of the Issuer, the Co-Issuer, the Trustee, the Note Administrator,
and, if applicable, the Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18,
6.7, 7.3 and 14.12 hereof shall survive.


 


Section 4.2      Application of Amounts held in Trust. All amounts
deposited with the Note Administrator pursuant to Section 4.1 shall be held in trust and applied by it in accordance with
the provisions of the Notes and this Indenture (including, without limitation, the Priority of Payments) to the payment of the
principal and interest, either directly or through any Paying Agent, as the Note Administrator may determine, and such amounts
shall be held in a segregated account identified as being held in trust for the benefit of the Secured Parties.


 


Section 4.3      Repayment
of Amounts Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to
the Notes, all amounts then held by any Paying Agent, upon demand of the Issuer and the Co-Issuer, shall be remitted to the Note
Administrator to be held and applied pursuant to Section 7.3 hereof and, in the case of amounts payable on the Notes,
in accordance with the Priority of Payments and thereupon such Paying Agent shall be released from all further liability with
respect to such amounts. 






    -92- 


     


    

Section 4.4      Limitation on Obligation to Incur Company Administrative Expenses.
If at any time after an Event of Default has occurred and the Notes have been declared immediately due and payable, the sum of
(i) Eligible Investments, (ii) Cash and (iii) amounts reasonably expected to be received by the Issuer with respect
to the Collateral Interests in Cash during the current Due Period (as certified by the Collateral Manager in its reasonable judgment)
is less than the sum of Dissolution Expenses and any accrued and unpaid Company Administrative Expenses, then notwithstanding any
other provision of this Indenture, the Issuer shall no longer be required to incur Company Administrative Expenses as otherwise
required by this Indenture to any Person, other than with respect to fees and indemnities of, and other payments, charges and expenses
incurred in connection with opinions, reports or services to be provided to or for the benefit of, the Trustee, the Note Administrator,
or any of their respective Affiliates. Any failure to pay such amounts or provide or obtain such opinions, reports or services
no longer required hereunder shall not constitute a Default hereunder.


 


ARTICLE
5



REMEDIES


 


Section 5.1      Events of Default. “Event
of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(a)            
a default in the payment of any interest on any of the Class A Notes, Class A-S Notes or Class B Notes (or, if none of the
Class A Notes, Class A-S Notes or Class B Notes are Outstanding, any Note of the most senior Class Outstanding) when the same becomes
due and payable and the continuation of any such default for three (3) Business Days after a Trust Officer of the Note Administrator
has actual knowledge or receives notice from any holder of Notes of such payment default; provided that in the case of a
failure to disburse funds due to an administrative error or omission by the Collateral Manager, Note Administrator, Trustee or
any paying agent, such failure continues for five (5) Business Days after a trust officer of the Note Administrator receives written
notice or has actual knowledge of such administrative error or omission; or


 


(b)            
a default in the payment of principal (or the related Redemption Price, if applicable) of any Class of Notes when the same
becomes due and payable, at its Stated Maturity Date or any Redemption Date; provided, in each case, that in the case of
a failure to disburse funds due to an administrative error or omission by the Collateral Manager, Note Administrator, Trustee or
any paying agent, such failure continues for five (5) Business Days after a trust officer of the Note Administrator receives written
notice or has actual knowledge of such administrative error or omission;


 


(c)            
the failure on any Payment Date to disburse amounts in excess of $100,000 available in the Payment Account in accordance
with the Priority of Payments set forth under Section 11.1(a) (other than (i) a default in payment described in clause (a)
or (b) above and (ii) unless the Holders of the Preferred Shares object, a failure to disburse any amounts to the Preferred
Share Paying Agent for distribution to the Holders of the Preferred Shares), which failure continues for a period of three (3)
Business Days or, in the case of a failure to disburse such amounts due to an administrative error or omission by the Note Administrator,
Trustee or Paying Agent, which failure continues for five (5) Business Days; 






    -93- 


     


    

(d)            
any of the Issuer, the Co-Issuer or the pool of Collateral becomes an investment company required to be registered under
the 1940 Act;


 


(e)            
a default in the performance, or breach, of any other covenant or other agreement of the Issuer or Co-Issuer (other than
the covenant to make the payments described in clauses (a), (b) or (c) above or to satisfy the Note Protection Tests) or any
representation or warranty of the Issuer or Co-Issuer hereunder or in any certificate or other writing delivered pursuant hereto
or in connection herewith proves to be incorrect in any material respect when made, and the continuation of such default or breach
for a period of 30 days (or, if such default, breach or failure has an adverse effect on the validity, perfection or priority
of the security interest granted hereunder, 15 days) after the Issuer, the Co-Issuer or the Collateral Manager has actual
knowledge thereof or after notice thereof to the Issuer and the Co-Issuer by the Trustee or to the Issuer, the Co-Issuer, the Collateral
Manager and the Trustee by Holders of at least 25% of the Aggregate Outstanding Amount of the Controlling Class;


 


(f)            
the entry of a decree or order by a court having competent jurisdiction adjudging the Issuer or the Co-Issuer as bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Issuer or the Co-Issuer under the Bankruptcy Code, or any bankruptcy, insolvency, reorganization or similar law
enacted under the laws of the Cayman Islands or any other applicable law, or appointing a receiver, liquidator, assignee, or sequestrator
(or other similar official) of the Issuer or the Co-Issuer or of any substantial part of its property, respectively, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days;


 


(g)            
the institution by the Issuer or the Co-Issuer of proceedings to be adjudicated as bankrupt or insolvent, or the consent
by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under the Bankruptcy Code, or any bankruptcy, insolvency, reorganization or similar law enacted
under the laws of the Cayman Islands or any other similar applicable law, or the consent by it to the filing of any such petition
or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Issuer or
the Co-Issuer or of any substantial part of its property, respectively, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of any
action by the Issuer in furtherance of any such action;


 


(h)            
one or more final judgments being rendered against the Issuer or the Co-Issuer which exceed, in the aggregate, U.S.$1,000,000
and which remain unstayed, undischarged and unsatisfied for 30 days after such judgment(s) becomes nonappealable, unless
adequate funds have been reserved or set aside for the payment thereof, and unless (except as otherwise specified in writing by
the Rating Agencies) a No Downgrade Confirmation has been received from the Rating Agencies; or 






    -94- 


     


    

(i)             
the Issuer loses its status as a Qualified REIT Subsidiary or other disregarded entity of BSPRT or a subsequent REIT for
U.S. federal income tax purposes, unless (A) within 90 days, the Issuer either (1) delivers an opinion of tax counsel
of nationally recognized standing in the United States experienced in such matters to the effect that, notwithstanding the Issuer’s
loss of Qualified REIT Subsidiary or disregarded entity status for U.S. federal income tax purposes, the Issuer is not, and has
not been, an association (or publicly traded partnership or taxable mortgage pool) taxable as a corporation, or is not, and has
not been, otherwise subject to U.S. federal income tax on a net basis and the Noteholders are not otherwise materially adversely
affected by the loss of Qualified REIT Subsidiary or disregarded entity status for U.S. federal income tax purposes or (2) receives
an amount from the Preferred Shareholders sufficient to discharge in full the amounts then due and unpaid on the Notes and amounts
and expenses described in clauses (1) through (4) and (22) under Section 11.1(a)(i) in accordance with the Priority
of Payments or (B) all Classes of the Notes are subject to a Tax Redemption announced by the Issuer in compliance with this
Indenture, and such redemption has not been rescinded.


 


Upon becoming aware of
the occurrence of an Event of Default, the Issuer, shall promptly notify (or shall procure the prompt notification of) the Trustee,
the Note Administrator, the Servicer, the Special Servicer, the Preferred Share Paying Agent and the Preferred Shareholders in
writing. If the Collateral Manager or Note Administrator has actual knowledge of the occurrence of an Event of Default, the Collateral
Manager or Note Administrator shall promptly notify, in writing, the Trustee, the Noteholders and the Rating Agencies of the occurrence
of such Event of Default.


 


Section 5.2       Acceleration
of Maturity; Rescission and Annulment. (a) If an Event of Default shall occur and be continuing (other than the
Events of Default specified in Section 5.1(f) or 5.1(g)), the Trustee may (and shall at the direction of a Majority,
by outstanding principal amount, of each Class of Offered Notes voting as a separate Class (excluding any Notes owned by the Collateral
Manager or any of its Affiliates), or if no Class of Offered Notes is outstanding, a majority by outstanding principal amount,
of the Class F Notes, or, if no Class of Offered Notes and no Class F Notes are outstanding, a majority by outstanding principal
amount, of the Class G Notes, or, if no Class of Offered Notes, no Class F Notes and no Class G Notes are outstanding, a majority
by outstanding principal amount, of the Class H Notes, declare the principal of and accrued and unpaid interest on all the Notes
to be immediately due and payable (and any such acceleration shall automatically terminate the Reinvestment Period or Replenishment
Period, as applicable). Upon any such declaration such principal, together with all accrued and unpaid interest thereon, and other
amounts payable thereunder in accordance with the Priority of Payments will become immediately due and payable. If an Event of
Default described in Section 5.1(f) or 5.1(g) above occurs, such an acceleration shall occur automatically and without
any further action, and any such acceleration shall automatically terminate the Reinvestment Period or Replenishment Period, as
applicable. If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a)
hereof. 






    -95- 


     


    

(b)            
At any time after such a declaration of acceleration of Maturity of the Notes has been made, and before a judgment or decree
for payment of the amounts due has been obtained by the Trustee as hereinafter provided in this Article 5, a Majority
of each Class of Offered Notes (voting as a separate Class), or if no Class of Offered Notes is outstanding, a majority by outstanding
principal amount, of the Class F Notes, the Class G Notes and the Class H Notes, other than with respect to an Event of Default
specified in Section 5.1(d), 5.1(f), 5.1(g), or 5.1(i), by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if:


 


(i)           
the Issuer or the Co-Issuer has paid or deposited with the Note Administrator a sum sufficient to pay:


 


(A)             all
unpaid installments of interest on and principal on the Notes that would be due and payable hereunder if the Event of Default giving
rise to such acceleration had not occurred;


 


(B)             all
unpaid taxes of the Issuer and the Co-Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and
payable to the Note Administrator or to the Trustee hereunder;


 


(C)             with respect to the Advancing Agent and the Backup Advancing Agent, any amount due and payable for unreimbursed Interest
Advances and Reimbursement Interest; and


 


(D)             with
respect to the Collateral Management Agreement, any Collateral Manager Fee then due and any Company Administrative Expense due and payable
to the Collateral Manager thereunder; and


 


(ii)           
the Trustee has received notice that all Events of Default, other than the non-payment of the interest and principal on
the Notes that have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written
notice to the Trustee, has agreed with such notice (which agreement shall not be unreasonably withheld or delayed) or waived as
provided in Section 5.14.


 


At any such time that
the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove,
the Collateral shall be preserved in accordance with the provisions of Section 5.5 with respect to the Event of Default
that gave rise to such declaration; provided, however, that if such preservation of the Collateral is rescinded pursuant
to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section
5.2, notwithstanding any
previous rescission and annulment of a declaration of acceleration pursuant to this paragraph.


 


No such rescission shall
affect any subsequent Default or impair any right consequent thereon.


 


(c)            
Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct
the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Collateral;
provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may
take any other action not inconsistent with such direction; (iii) the Trustee has received security or indemnity satisfactory
to it; and (iv) any direction to undertake a sale of the Collateral may be made only as described in Section 5.17.
The Trustee shall be entitled to refuse to take any action absent such direction. 






    -96- 


     


    

(d)            
As security for the payment by the Issuer of the compensation and expenses of the Trustee, the Note Administrator, and any
sums the Trustee or Note Administrator shall be entitled to receive as indemnification by the Issuer, the Issuer hereby grants
the Trustee a lien on the Collateral, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject
to the Priority of Payments and exercisable by the Trustee only if the Notes have been declared due and payable following an Event
of Default and such acceleration has not been rescinded or annulled.


 


(e)            
A Majority of the Aggregate Outstanding Amount of each Class of Notes may, prior to the time a judgment or decree for the
payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its
consequences in accordance with Section 5.14.


 


Section 5.3      Collection of Indebtedness and Suits for Enforcement by Trustee.
(a) The Issuer covenants that if a Default shall occur in respect of the payment of any interest and principal on any Class
of Notes (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full),
the Issuer and Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes, the Class G Notes
and the Class H Notes, shall, upon demand of the Trustee or any affected Noteholder, pay to the Note Administrator on behalf of
the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal
and interest or other payment with interest on the overdue principal and, to the extent that payments of such interest shall be
legally enforceable, upon overdue installments of interest, at the applicable interest rate and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Note Administrator, the Trustee and such Noteholder and their respective agents and counsel.


 


If the Issuer or the
Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, as Trustee of an express trust, and at the expense
of the Issuer, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to
judgment or final decree, and may enforce the same against the Issuer and the Co-Issuer, with respect to the Offered Notes, or
the Issuer, with respect to the Class F Notes, the Class G Notes and the Class H Notes, or any other obligor upon the Notes and
collect the amounts adjudged or decreed to be payable in the manner provided by law out of the Collateral.


 


If an Event of Default
occurs and is continuing, the Trustee shall proceed to protect and enforce its rights and the rights of the Noteholders by such
Proceedings (x) as directed by a Majority of the Controlling Class or (y) in the absence of direction by a Majority
of the Controlling Class, as determined by the Trustee acting in good faith; provided that (a) such direction must
not conflict with any rule of law or with any express provision of this Indenture, (b) the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction, (c) the Trustee has been provided with security
or indemnity satisfactory to it, and (d) notwithstanding the foregoing, any direction to the Trustee to undertake a sale
of Collateral may be given only in accordance with the preceding paragraph, in connection with any sale and liquidation of all
or a portion of the Collateral, the preceding sentence, and, in all cases, the applicable provisions of this Indenture. Such Proceedings
shall be used for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by
law. Any direction to the Trustee to undertake a sale of Collateral shall be forwarded to the Special Servicer, and the Special
Servicer shall conduct any such sale in accordance with the terms of the Servicing Agreement. 






    -97- 


     


    

In the case where (x) there
shall be pending Proceedings relative to the Issuer or the Co-Issuer under the Bankruptcy Code, any bankruptcy, insolvency, reorganization
or similar law enacted under the laws of the Cayman Islands, or any other applicable bankruptcy, insolvency or other similar law,
(y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have
been appointed for or taken possession of the Issuer or the Co-Issuer, or their respective property, or (z) there shall be
any other comparable Proceedings relative to the Issuer or the Co-Issuer, or the creditors or property of the Issuer or the Co-Issuer,
regardless of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration, or otherwise
and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section
5.3, the Trustee shall
be entitled and empowered, by intervention in such Proceedings or otherwise:


 


(i)             
to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel,
and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee,
except as a result of negligence or bad faith) and of the Noteholders allowed in any Proceedings relative to the Issuer, the Co-Issuer
or other obligor upon the Notes or to the creditors or property of the Issuer, the Co-Issuer or such other obligor;


 


(ii)            
unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee or
a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or of a Person performing
similar functions in comparable Proceedings; and


 


(iii)            
to collect and receive (or cause the Note Administrator to collect and receive) any amounts or other property payable to
or deliverable on any such claims, and to distribute (or cause the Note Administrator to distribute) all amounts received with
respect to the claims of the Noteholders and of the Trustee on their behalf; the Secured Parties, and any trustee, receiver or
liquidator, custodian or other similar official is hereby authorized by each of the Noteholders to make payments to the Trustee
(or the Note Administrator on its behalf), and, in the event that the Trustee shall consent to the making of payments directly
to the Noteholders, to pay to the Trustee and the Note Administrator such amounts as shall be sufficient to cover reasonable compensation
to the Trustee and the Note Administrator, each predecessor trustee and note administrator, and their respective agents, attorneys
and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Backup Advancing Agent
and each predecessor backup advancing agent. 






    -98- 


     


    

Nothing herein contained
shall be deemed to authorize the Trustee to authorize, consent to, vote for, accept or adopt, on behalf of any Noteholder, any
plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.


 


All rights of action
and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession
of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, shall
be applied as set forth in Section 5.7.


 


Notwithstanding anything
in this Section
5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance
thereof pursuant to this Section
5.3 unless the conditions specified in Section 5.5(a) are met and any sale of Collateral
contemplated to be conducted by the Trustee under this Indenture shall be effected by the Special Servicer pursuant to the terms
of the Servicing Agreement, and the Trustee shall have no liability or responsibility for or in connection with any such sale.


 


Section 5.4      Remedies. (a) If an Event of Default has occurred
and is continuing, and the Notes have been declared due and payable and such declaration and its consequences have not been rescinded
and annulled, the Issuer and the Co-Issuer agree that the Trustee, or, with respect to any sale of any Collateral Interests, the
Special Servicer, may, after notice to the Note Administrator and the Noteholders, and shall, upon direction by a Majority of the
Controlling Class, to the extent permitted by applicable law, exercise one or more of the following rights, privileges and remedies:


 


(i)            
  institute Proceedings for the collection of all amounts then payable on the Notes or otherwise payable under this Indenture
(whether by declaration or otherwise), enforce any judgment obtained and collect from the Collateral any amounts adjudged due;


 


(ii)            
sell all or a portion of the Collateral or rights of interest therein, at one or more public or private sales called and
conducted in any manner permitted by law and in accordance with Section 5.17 hereof (provided that any such sale
shall be conducted by the Special Servicer pursuant to the Servicing Agreement);


 


(iii)           
institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;


 


(iv)           
exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the
rights and remedies of the Secured Parties hereunder; and


 


(v)            
exercise any other rights and remedies that may be available at law or in equity; 






    -99- 


     


    

provided, however, that no
sale or liquidation of the Collateral or institution of Proceedings in furtherance thereof pursuant to this Section
5.4 may be effected
unless either of the conditions specified in Section 5.5(a) are met.


 


The Issuer shall, at
the Issuer’s expense, upon request of the Trustee or the Special Servicer, obtain and rely upon an opinion of an Independent
investment banking firm as to the feasibility of any action proposed to be taken in accordance with this Section
5.4 and as to the
sufficiency of the proceeds and other amounts expected to be received with respect to the Collateral to make the required payments
of principal of and interest on the Notes and other amounts payable hereunder, which opinion shall be conclusive evidence as to
such feasibility or sufficiency.


 


(b)            
If an Event of Default as described in Section 5.1(e) hereof shall have occurred and be continuing, the Trustee may,
and at the request of the Holders of not less than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, institute
a Proceeding solely to compel performance of the covenant or agreement or to cure the representation or warranty, the breach of
which gave rise to the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding.


 


(c)            
Upon any Sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Preferred
Shareholder, the Collateral Manager or the Servicer or any of their respective Affiliates may bid for and purchase the Collateral
or any part thereof and, upon compliance with the terms of Sale, may hold, retain, possess or dispose of such property in its or
their own absolute right without accountability; and any purchaser at any such Sale may, in paying the purchase money, turn in
any of the Notes in lieu of Cash equal to the amount which shall, upon distribution of the net proceeds of such sale, be payable
on the Notes so turned in by such Holder (taking into account the Class of such Notes). Such Notes, in case the amounts so payable
thereon shall be less than the amount due thereon, shall either be returned to the Holders thereof after proper notation has been
made thereon to show partial payment or a new note shall be delivered to the Holders reflecting the reduced interest thereon.


 


Upon any Sale, whether
made under the power of sale hereby given or by virtue of judicial proceedings, the receipt of the Note Administrator or of the
Officer making a sale under judicial proceedings shall be a sufficient discharge to the purchaser or purchasers at any sale for
its or their purchase money and such purchaser or purchasers shall not be obliged to see to the application thereof.


 


Any such Sale, whether
under any power of sale hereby given or by virtue of judicial proceedings, shall (x) bind the Issuer, the Co-Issuer, the Trustee,
the Note Administrator, the Noteholders and the Preferred Shareholders, shall operate to divest all right, title and interest whatsoever,
either at law or in equity, of each of them in and to the property sold and (y) be a perpetual bar, both at law and in equity,
against each of them and their successors and assigns, and against any and all Persons claiming through or under them.


 


(d)            
Notwithstanding any other provision of this Indenture or any other Transaction Document, none of the Advancing Agent, the
Trustee, the Note Administrator or any other Secured Party, any other party to any Transaction Document, the Holder of the Notes
and the holders of the equity in the Issuer and the Co-Issuer or third party beneficiary of this Indenture may, prior to the date
which is one year and one day, or, if longer, the applicable preference period then in effect (including any period established
pursuant to the laws of the Cayman Islands) and one day after the payment in full of all Notes, institute against, or join any
other Person in instituting against, the Issuer, the Co-Issuer or any Issuer Permitted Subsidiary any bankruptcy, reorganization,
arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy
or similar laws of any jurisdiction. Nothing in this Section
5.4 shall preclude, or be deemed to stop, the Advancing Agent, the
Trustee, the Note Administrator, or any other Secured Party or any other party to any Transaction Document (i) from taking
any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference
period then in effect (including any period established pursuant to the laws of the Cayman Islands) and one day period in (A) any
case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer or (B) any involuntary insolvency proceeding
filed or commenced by a Person other than the Trustee, the Note Administrator or any other Secured Party or any other party to
any Transaction Document, or (ii) from commencing against the Issuer or the Co-Issuer or any of their respective properties
any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceeding. 






    -100- 


     


    

Section 5.5      Preservation of Collateral. (a) Notwithstanding
anything to the contrary herein, if an Event of Default shall have occurred and be continuing when any of the Notes are Outstanding,
the Trustee and the Note Administrator, as applicable, shall (except as otherwise expressly permitted or required under this Indenture)
retain the Collateral securing the Notes, collect and cause the collection of the proceeds thereof and make and apply all payments
and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and
the provisions of Articles 10, 12 and 13 and shall not sell or liquidate the Collateral, unless either:


 


(i)             
the Note Administrator, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation
of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full
the amounts then due and unpaid on the Notes, Company Administrative Expenses due and payable pursuant to the Priority of Payments,
the Collateral Manager Fees due and payable pursuant to the Priority of Payments and amounts due and payable to the Advancing Agent
and the Backup Advancing Agent, in respect of unreimbursed Interest Advances and Reimbursement Interest, for principal and interest,
and, upon receipt of information from Persons to whom fees and expenses are payable, all other amounts payable prior to payment
of principal on the Notes due and payable pursuant to Section 11.1(a)(iii) and the holders of a Majority of the Controlling
Class agrees with such determination; or


 


(ii)            
a Supermajority of each Class of Notes (each voting as a separate Class) directs the sale and liquidation of all or a portion
of the Collateral.


 


In the event of a sale of all or a portion
of the Collateral pursuant to clause (ii) above, the Special Servicer on behalf of the Trustee shall be required to sell
that portion of the Collateral identified by the requisite Noteholders and all proceeds of such sale shall be remitted to the
Note Administrator for distribution in the order set forth in Section 11.1(a). The Note Administrator shall give written
notice of the retention of the Collateral by the Custodian to the Issuer, the Co-Issuer, the Collateral Manager, the Trustee,
the Servicer, the Special Servicer and the Rating Agencies. So long as such Event of Default is continuing, any such retention
pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) above
exist. 






    -101- 


     


    

(b)            
Nothing contained in Section 5.5(a) shall be construed to require a sale of the Collateral securing the Notes if
the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed
to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law.


 


(c)            
In determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager shall obtain bid
prices with respect to each Collateral Interest from two dealers (Independent of the Collateral Manager and any of its Affiliates)
at the time making a market in such Collateral Interests that, at that time, engage in the trading, origination or securitization
of whole loans or participations similar to the Collateral Interests (or, if only one such dealer can be engaged, then the Collateral
Manager shall obtain a bid price from such dealer or, if no such dealer can be engaged, from a pricing service). The Collateral
Manager shall compute the anticipated proceeds of sale or liquidation on the basis of the lowest of such bid prices for each such
Collateral Interest and provide the Trustee and the Note Administrator with the results thereof. For the purposes of determining
issues relating to the market value of any Collateral Interest and the execution of a sale or other liquidation thereof, the Collateral
Manager may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm
of national reputation or other appropriate advisors (the cost of which shall be payable as a Company Administrative Expense) in
connection with a determination as to whether the condition specified in Section 5.5(a)(i) exists.


 


The Note Administrator
shall promptly deliver to the Noteholders and the Servicer, and the Note Administrator shall post to the Note Administrator’s
Website, a report stating the results of any determination required to be made pursuant to Section 5.5(a)(i).


 


Section 5.6      Trustee May Enforce Claims Without Possession of Notes.
All rights of action and claims under this Indenture or under any of the Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Notes or the production thereof in any trial or other Proceeding relating thereto, and any such action
or Proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment
in respect of the Notes shall be applied as set forth in Section 5.7 hereof.


 


In any Proceedings brought
by the Trustee (and in any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall
be a party) in respect of the Notes, the Trustee shall be deemed to represent all the Holders of the Notes.


 


Section 5.7      Application
of Amounts Collected. Any amounts collected by the Note Administrator with respect to the Notes pursuant to this ARTICLE
5 and any amounts that may then be held or thereafter received by the Note Administrator with respect to the Notes hereunder
shall be applied subject to Section 13.1 hereof and in accordance with the Priority of Payments set forth in Section
11.1(a)(iii) hereof, at the date or dates fixed by the Note Administrator. 






    -102- 


     


    

Section 5.8      Limitation on Suits. No Holder of any Notes shall
have any right to institute any Proceedings (the right of a Noteholder to institute any proceeding with respect to the Indenture
or the Notes is subject to any non-petition covenants set forth in the Indenture or the Notes), judicial or otherwise, with respect
to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(a)            
such Holder has previously given to the Trustee written notice of an Event of Default;


 


(b)            
except as otherwise provided in Section 5.9 hereof, the Holders of at least 25% of the then Aggregate Outstanding
Amount of the Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event
of Default in its own name as Trustee hereunder and such Holders have offered to the Trustee indemnity reasonably satisfactory
to it against the costs, expenses and liabilities to be incurred in compliance with such request;


 


(c)            
the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any
such Proceeding; and


 


(d)            
no direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority
of the Controlling Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner
whatsoever by virtue of, or by availing of, any provision of this Indenture or the Notes to affect, disturb or prejudice the rights
of any other Holders of Notes of the same Class or to obtain or to seek to obtain priority or preference over any other Holders
of the Notes of the same Class or to enforce any right under this Indenture or the Notes, except in the manner herein or therein
provided and for the equal and ratable benefit of all the Holders of Notes of the same Class subject to and in accordance with
Section 13.1 hereof and the Priority of Payments.


 


In the event the Trustee
shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the Controlling Class, each
representing less than a Majority of the Controlling Class, the Trustee shall not be required to take any action until it shall
have received the direction of a Majority of the Controlling Class.


 


Section 5.9       Unconditional Rights of Noteholders to Receive Principal and
Interest. Notwithstanding any other provision in this Indenture (except for Section 2.7(e) and 2.7(n)),
the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest
on such Note as such principal, interest and other amounts become due and payable in accordance with the Priority of Payments and
Section 13.1, and, subject to the provisions of Sections 5.4 and 5.8 to institute Proceedings for
the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder; provided,
however, that the right of such Holder to institute proceedings for the enforcement of any such payment shall not be subject
to the 25% threshold requirement set forth in Section 5.8(b).


 


Section 5.10     Restoration
of Rights and Remedies. If the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Noteholder, then (and in every such case) the Issuer, the Co-Issuer, the Trustee, and the Noteholder shall,
subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. 






    -103- 


     


    

Section 5.11     Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee, the Note Administrator or to the Noteholders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 5.12    Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein or a waiver of a subsequent Event of Default.
Every right and remedy given by this Article 5 or by law to the Trustee, or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee, or by the Noteholders, as the case may be.


 


Section 5.13     Control by the Controlling Class. Subject to Section
5.2(a) and (b), but notwithstanding any other provision of this Indenture, if an Event of Default shall have occurred
and be continuing when any of the Notes are Outstanding, a Majority of the Controlling Class shall have the right to cause the
institution of, and direct the time, method and place of conducting, any Proceeding for any remedy available to the Trustee and
for exercising any trust, right, remedy or power conferred on the Trustee in respect of the Notes; provided that:


 


(a)             such
direction shall not conflict with any rule of law or with this Indenture;


 


(b)             the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided,
however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it
in liability (unless the Trustee has received indemnity satisfactory to it against such liability as set forth below);


 


(c)            the Trustee shall have been provided with indemnity satisfactory to it; and


 


(d)             notwithstanding the foregoing, any direction to the Trustee to undertake a Sale of the Collateral shall be performed by
the Special Servicer on behalf of the Trustee, and must satisfy the requirements of Section 5.5.


 


Section 5.14    Waiver
of Past Defaults. Prior to the time a judgment or decree for payment of the amounts due has been obtained by the Trustee,
as provided in this ARTICLE 5, a Majority of each and every Class of Notes (voting as a separate Class) may, on behalf
of the Holders of all the Notes, waive any past Default in respect of the Notes and its consequences, except a Default: 






    -104- 


     


    

(a)             in the payment of principal of any Note;


 


(b)             in
the payment of interest in respect of the Controlling Class;


 


(c)             in
respect of a covenant or provision hereof that, under Section 8.2, cannot be modified or amended without the waiver or consent
of the Holder of each Outstanding Note adversely affected thereby; or


 


(d)             in
respect of any right, covenant or provision hereof for the individual protection or benefit of the Trustee or the Note Administrator,
without the Trustee’s or the Note Administrator’s express written consent thereto, as applicable.


 


In the case of any such
waiver, the Issuer, the Co-Issuer, the Trustee, and the Holders of the Notes shall be restored to their respective former positions
and rights hereunder, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.


 


Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. Any
such waiver shall be effectuated upon receipt by the Trustee and the Note Administrator of a written waiver by such Majority of
each Class of Notes.


 


Section 5.15    Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.15 shall not apply to any suit instituted by (x) the Trustee, (y) any Noteholder,
or group of Noteholders, holding in the aggregate more than 10% of the Aggregate Outstanding Amount of the Controlling Class or
(z) any Noteholder for the enforcement of the payment of the principal of or interest on any Note or any other amount payable
hereunder on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date).


 


Section 5.16     Waiver
of Stay or Extension Laws. Each of the Issuer and the Co-Issuer covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law wherever enacted, now or at any time hereafter in force (including but not limited to filing a voluntary petition
under Chapter 11 of the Bankruptcy Code and by the voluntary commencement of a proceeding or the filing of a petition seeking
winding up, liquidation, reorganization or other relief under any bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws now or hereafter in effect), which may affect the covenants, the performance of or any remedies
under this Indenture; and each of the Issuer and the Co-Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 






    -105- 


     


    

Section 5.17     Sale of Collateral. (a) The power to effect
any sale (a “Sale”) of any portion of the Collateral pursuant to Sections 5.4
and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but
shall continue unimpaired until all amounts secured by the Collateral shall have been paid or if there are insufficient proceeds
to pay such amount until the entire Collateral shall have been sold. The Special Servicer may, upon notice to the Securityholders,
and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made
at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three
(3) Business Days after the date of the determination by the Special Servicer pursuant to Section 5.5(a)(i) hereof, such
Sale shall not occur unless and until the Special Servicer has again made the determination required by Section 5.5(a)(i)
hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided
that the Special Servicer shall be authorized to deduct the reasonable costs, charges and expenses incurred by it, or by the Trustee
or the Note Administrator in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7
hereof.


 


(b)            
The Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited
against amounts owing on the Notes.


 


(c)            
The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of
the Collateral in connection with a Sale thereof, which, in the case of any Collateral Interests, shall be upon request and delivery
of any such instruments by the Special Servicer. In addition, the Special Servicer, with respect to Collateral Interests, and the
Trustee, with respect to any other Collateral, is hereby irrevocably appointed the agent and attorney in fact of the Issuer to
transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary
to effect such Sale. No purchaser or transferee at such a Sale shall be bound to ascertain the Trustee’s or Special Servicer’s
authority, to inquire into the satisfaction of any conditions precedent or to see to the application of any amounts.


 


(d)            
In the event of any Sale of the Collateral pursuant to Section 5.4 or Section 5.5, payments shall be
made in the order and priority set forth in Section 11.1(a) in the same manner as if the Notes had been accelerated.


 


(e)            
Notwithstanding anything herein to the contrary, any sale by the Trustee of any portion of the Collateral shall be executed
by the Special Servicer on behalf of the Issuer, and the Trustee shall have no responsibility or liability therefor.


 


Section 5.18    Action
on the Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not
be affected by the application for or obtaining of any other relief under or with respect to this Indenture. Neither the lien
of this Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment
by the Trustee against the Issuer or the Co-Issuer or by the levy of any execution under such judgment upon any portion of the
Collateral or upon any of the Collateral of the Issuer or the Co-Issuer. 






    -106- 


     


    

ARTICLE
6



THE TRUSTEE AND NOTE ADMINISTRATOR


 


Section 6.1       Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default:


 


(i)             
each of the Trustee and the Note Administrator undertakes to perform such duties and only such duties as are set forth in
this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee or the Note Administrator;
and any permissive right of the Trustee or the Note Administrator contained herein shall not be construed as a duty; and


 


(ii)            
in the absence of manifest error, or bad faith on its part, each of the Note Administrator and the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee and the Note Administrator, as the case may be, and conforming to the requirements of this Indenture; provided,
however, that in the case of any such certificates or opinions which by any provision hereof are specifically required to
be furnished to the Trustee or the Note Administrator, the Trustee and the Note Administrator shall be under a duty to examine
the same to determine whether or not they substantially conform to the requirements of this Indenture and shall promptly notify
the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered
to the Trustee or the Note Administrator within 15 days after such notice from the Trustee or the Note Administrator, the
Trustee or the Note Administrator, as applicable, shall notify the party providing such instrument and requesting the correction
thereof.


 


(b)            
In case an Event of Default actually known to the Trustee or the Note Administrator has occurred and is continuing, the
Trustee or the Note Administrator shall, prior to the receipt of directions, if any, from a Majority of the Controlling Class (or
other Noteholders to the extent provided in ARTICLE 5 hereof), exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person’s own affairs.


 


(c)            
If, in performing its duties under this Indenture, the Trustee or the Note Administrator is required to decide between
alternative courses of action, the Trustee and the Note Administrator may request written instructions from the Collateral Manager
as to courses of action desired by it. If the Trustee and the Note Administrator does not receive such instructions within two
(2) Business Days after it has requested them, it may, but shall be under no duty to, take or refrain from taking such action.
The Trustee and the Note Administrator shall act in accordance with instructions received after such two (2) Business Day period
except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Trustee
and the Note Administrator shall be entitled to request and rely on the advice of legal counsel and Independent accountants in
performing its duties hereunder and be deemed to have acted in good faith and shall not be subject to any liability if it acts
in accordance with such advice. 






    -107- 


     


    

(d)            
No provision of this Indenture shall be construed to relieve the Trustee or the Note Administrator from liability for its
own negligent action, its own negligent failure to act, or its own willful misconduct, except that neither the Trustee nor the
Note Administrator shall be liable:


 


(i)             
for any error of judgment made in good faith by a Trust Officer, unless it shall be proven that it was negligent in ascertaining
the pertinent facts; or


 


(ii)            
with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer,
the Collateral Manager, and/or a Majority of the Controlling Class relating to the time, method and place of conducting any Proceeding
for any remedy available to the Trustee or the Note Administrator in respect of any Note or exercising any trust or power conferred
upon the Trustee or the Note Administrator under this Indenture.


 


(e)            
No provision of this Indenture shall require the Trustee or the Note Administrator to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers
contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it unless such risk or liability relates to its ordinary services under this
Indenture, except where this Indenture provides otherwise.


 


(f)             
Neither the Trustee nor the Note Administrator shall be liable to the Noteholders for any action taken or omitted by it
at the direction of the Issuer, the Co-Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Controlling Class,
the Trustee (in the case of the Note Administrator), the Note Administrator (in the case of the Trustee) and/or a Noteholder under
circumstances in which such direction is required or permitted by the terms of this Indenture.


 


(g)            
Neither the Trustee nor the Note Administrator shall have any obligation to monitor or verify AML Compliance or to confirm
the compliance by the Issuer, BSPRT Operating Partnership or BSPRT Holder with the Credit Risk Retention Rules or the EU Risk Retention
Letter.


 


(h)            
For all purposes under this Indenture, neither the Trustee nor the Note Administrator shall be deemed to have notice or
knowledge of any Event of Default, unless a Trust Officer of either the Trustee or the Note Administrator, as applicable, has
actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or Default is received
by the Trustee or the Note Administrator, as applicable at the respective Corporate Trust Office, and such notice references the
Notes and this Indenture. For purposes of determining the Trustee’s and Note Administrator’s responsibility and liability
hereunder, whenever reference is made in this Indenture to such an Event of Default or a Default, such reference shall be construed
to refer only to such an Event of Default or Default of which the Trustee or Note Administrator, as applicable, is deemed to have
notice as described in this Section
6.1. 






    -108- 


     


    

(i)               The Trustee and the Note Administrator shall, upon reasonable prior written notice, permit the Issuer, the Collateral Manager
and their designees, during its normal business hours, to review all books of account, records, reports and other papers of the
Trustee relating to the Notes and to make copies and extracts therefrom (the reasonable out-of-pocket expenses incurred in making
any such copies or extracts to be reimbursed to the Trustee or the Note Administrator, as applicable, by such Person).


 


(j)               Neither
the Trustee nor the Note Administrator shall not have (i) any liability or responsibility for the determination or selection of any successor
benchmark (including, without limitation, whether the conditions for the designation of such rate have been satisfied) and shall be entitled
to rely upon any designation of such a rate by the Benchmark Agent pursuant to the Benchmark Agency Agreement and (ii) liability for
any failure or delay in performing its duties under this Indenture as a result of the unavailability of LIBOR.


 


(k)              None
of the Trustee, Note Administrator, Paying Agent or Calculation Agent shall be under any obligation (i) to monitor, determine or verify
the unavailability or cessation of LIBOR (or other applicable Benchmark Rate), or whether or when there has occurred, or to give notice
to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select or
designate any Benchmark Replacement Rate or other successor or replacement benchmark index, or whether any conditions to the designation
of such a rate have been satisfied, or (iii) to select or designate any Benchmark Replacement Rate Adjustment, or other modifier to any
replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Rate Conforming Changes are necessary or advisable,
if any, in connection with any of the foregoing. None of the Trustee, Note Administrator, Paying Agent, nor Calculation Agent shall be
liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture as a result of the unavailability
of LIBOR (or other applicable Benchmark Rate) and absence of a designated replacement Benchmark Rate, including as a result of any inability,
delay, error or inaccuracy on the part of any other transaction party, including without limitation the Benchmark Agent, in providing
any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for
the performance of such duties. The Calculation Agent shall, in respect of any Interest Determination Date, have no liability for the
application of LIBOR as determined on the previous Interest Determination Date if so required under the definition of LIBOR.


 


Section 6.2      Notice
of Default. Promptly (and in no event later than three (3) Business Days) after the occurrence of any Default known
to the Trustee or after any declaration of acceleration has been made or delivered to the Trustee pursuant to Section 5.2,
the Trustee shall transmit by mail to the 17g-5 Information Provider and to the Note Administrator (who shall post such notice
the Note Administrator’s Website) and the Note Administrator shall deliver to the Collateral Manager, all Holders of Notes
as their names and addresses appear on the Notes Register, and to Preferred Share Paying Agent, notice of such Default, unless
such Default shall have been cured or waived. 






    -109- 


     


    

Section 6.3       Certain Rights of Trustee and Note Administrator.
Except as otherwise provided in Section 6.1:


 


(a)            
the Trustee and the Note Administrator may rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper, electronic
communication or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;


 


(b)            
any request or direction of the Issuer or the Co-Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request
or Issuer Order, as the case may be;


 


(c)            
whenever in the administration of this Indenture the Trustee or the Note Administrator shall deem it desirable that a matter
be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee and the Note Administrator (unless
other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(d)            
as a condition to the taking or omitting of any action by it hereunder, the Trustee and the Note Administrator may consult
with counsel and the advice of such counsel or any Opinion of Counsel (including with respect to any matters, other than factual
matters, in connection with the execution by the Trustee or the Note Administrator of a supplemental indenture pursuant to Section
8.3) shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good
faith and in reliance thereon;


 


(e)            
neither the Trustee nor the Note Administrator shall be under any obligation to exercise or to honor any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, or to make
any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Noteholders unless such Noteholders shall have offered to the Trustee and the
Note Administrator, as applicable indemnity acceptable to it against the costs, expenses and liabilities which might reasonably
be incurred by it in compliance with such request or direction;


 


(f)             
neither the Trustee nor the Note Administrator shall be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, other
paper documents or electronic communications and shall be entitled to rely conclusively thereon;


 


(g)          
each of the Trustee and the Note Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys, and upon any such appointment of an agent or attorney, such agent or attorney
shall be conferred with all the same rights, indemnities, and immunities as the Trustee or Note Administrator, as applicable;


 


(h)          
neither the Trustee nor the Note Administrator shall be liable for any action it takes or omits to take in good faith that
it reasonably and prudently believes to be authorized or within its rights or powers hereunder; 






    -110- 


     


    

(i)             
neither the Trustee nor the Note Administrator shall be responsible for the accuracy of the books or records of, or for
any acts or omissions of, the Depository, any Transfer Agent (other than the Note Administrator itself acting in that capacity),
Clearstream, Luxembourg, Euroclear, any Calculation Agent (other than the Note Administrator itself acting in that capacity), any
Paying Agent (other than the Note Administrator itself acting in that capacity);


 


(j)           
neither the Trustee nor the Note Administrator shall be liable for the actions or omissions of the Issuer, the Co-Issuer,
the Collateral Manager, the Servicer, the Special Servicer, the Trustee (in the case of the Note Administrator), the Note Administrator
(in the case of the Trustee); and without limiting the foregoing, neither the Trustee nor the Note Administrator shall be under
any obligation to verify compliance by (any party hereto with the terms of this Indenture (other than itself) to verify or independently
determine the accuracy of information received by it from the Servicer or Special Servicer (or from any selling institution, agent
bank, trustee or similar source) with respect to the Commercial Real Estate Loans;


 


(k)          
to the extent any defined term hereunder, or any calculation required to be made or determined by the Trustee or Note Administrator
hereunder, is dependent upon or defined by reference to generally accepted accounting principles in the United States in effect
from time to time (“GAAP”), the Trustee and Note Administrator shall
be entitled to request and receive (and rely upon) instruction from the Issuer or accountants appointed by the Issuer as to the
application of GAAP in such connection, in any instance;


 


(l)             
neither the Trustee nor the Note Administrator shall have any responsibility to the Issuer or the Secured Parties hereunder
to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of Independent
accountants by the Issuer (or the Collateral Manager on its behalf); provided, however, that the Trustee and Note
Administrator shall be authorized, upon receipt of an Issuer Order directing the same, to execute any acknowledgement or other
agreement with the Independent accountants required for the Trustee and Note Administrator to receive any of the reports or instructions
provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Issuer
has agreed that the “agreed upon procedures” between the Issuer and the Independent accountants are sufficient for
its purposes, (ii) releases by each of the Trustee and Note Administrator (on behalf of itself and the Holders) of claims
and acknowledgement of other limitation of liability in favor of the Independent accountants, and (iii) restrictions or prohibitions
on the disclosure of information or documents provided to it by such firm of Independent accountants (including to the Holders).
Notwithstanding the foregoing, in no event shall the Trustee or Note Administrator be required to execute any agreement in respect
of the Independent accountants that the Trustee or Note Administrator determines adversely affects it in its individual capacity;


 


(m)           
the Trustee and the Note Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee or as Note Administrator, as applicable, in each capacity for which it serves hereunder and under the
Future Funding Agreement, the Future Funding Account Control Agreement, the Servicing Agreement and the Securities Account Control
Agreement (including, without limitation, as Secured Party, Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent,
Custodian, Securities Intermediary, Backup Advancing Agent, Benchmark Agent and Notes Registrar) (provided that nothing herein
shall be construed to impose upon such Person any prudent person standard of the Trustee); 






    -111- 


     


    

(n)         
in determining any affiliations of Noteholders with any party hereto or otherwise, each of the Trustee and the Note Administrator
shall be entitled to request and conclusively rely on a certification provided by a Noteholder;


 


(o)            
in no event shall the Trustee or Note Administrator be liable for special, punitive, indirect or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits), even if the Trustee or Note Administrator has been advised
of the likelihood of such loss or damage and regardless of the form of action;


 


(p)            
neither the Trustee nor the Note Administrator shall be required to give any bond or surety in respect of the execution
of the trusts created hereby or the powers granted hereunder; and


 


(q)            
in no event shall the Trustee or the Note Administrator be liable for any failure or delay in the performance of its obligations
hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared
or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws,
ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability
to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications
or computer facilities, and other causes beyond the Trustee’s or the Note Administrator’s control, as applicable, whether
or not of the same class or kind as specifically named above.


 


Section 6.4      Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein and in the Notes, other than the Certificate of Authentication thereon, shall be taken as the statements
of the Issuer and the Co-Issuer, and neither the Trustee nor the Note Administrator assumes any responsibility for their correctness.
Neither the Trustee nor the Note Administrator makes any representation as to the validity or sufficiency of this Indenture, the
Collateral or the Notes. Neither the Trustee nor the Note Administrator shall be accountable for the use or application by the
Issuer or the Co-Issuer of the Notes or the proceeds thereof or any amounts paid to the Issuer or the Co-Issuer pursuant to the
provisions hereof.


 


Section 6.5      May Hold Notes. The Trustee, the Note Administrator,
the Paying Agent, the Notes Registrar or any other agent of the Issuer or the Co-Issuer, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the Issuer and the Co-Issuer with the same rights it would
have if it were not Trustee, Note Administrator, Paying Agent, Notes Registrar or such other agent.


 


Section 6.6      Amounts
Held in Trust. Amounts held by the Note Administrator hereunder shall be held in trust to the extent required herein.
The Note Administrator shall be under no liability for interest on any amounts received by it hereunder except to the extent of
income or other gain on investments received by the Note Administrator on Eligible Investments. 






    -112- 


     


    

Section 6.7       Compensation and Reimbursement. (a) The Issuer
agrees:


 


(i)             
to pay the Trustee and Note Administrator on each Payment Date in accordance with the Priority of Payments reasonable compensation
for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee or note administrator of an express trust);


 


(ii)            
except as otherwise expressly provided herein, to reimburse the Trustee, Custodian and Note Administrator in a timely manner
upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee, Custodian or Note Administrator
in connection with its performance of its obligations under, or otherwise in accordance with any provision of this Indenture (including
the reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment
banking firm employed by the Trustee pursuant to this Indenture, except any such expense, disbursement or advance as may be attributable
to its negligence, willful misconduct or bad faith);


 


(iii)           
to indemnify the Trustee, Custodian or Note Administrator and its Officers, directors, employees and agents for, and to
hold them harmless against, any loss, liability or expense (including attorneys’ fees and expenses) incurred without negligence,
willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance
of any of their powers or duties hereunder or under any Transaction Document; and


 


(iv)           
to pay the Trustee and Note Administrator reasonable additional compensation together with its expenses (including reasonable
counsel fees) for any collection action taken pursuant to Section 6.13 hereof.


 


(b)            
The Issuer may remit payment for such fees and expenses to the Trustee and Note Administrator or, in the absence thereof,
the Note Administrator may from time to time deduct payment of its and the Trustee’s fees and expenses hereunder from amounts
on deposit in the Payment Account in accordance with the Priority of Payments.


 


(c)            
The Note Administrator, in its capacity as Note Administrator, Paying Agent, Calculation Agent, Transfer Agent, Custodian,
Securities Intermediary, Backup Advancing Agent and Notes Registrar, hereby agrees not to cause the filing of a petition in bankruptcy,
reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal
or State bankruptcy or similar laws of any jurisdiction against the Issuer, the Co-Issuer or any Permitted Subsidiary until at
least one year and one day (or, if longer, the applicable preference period then in effect and one day) after the payment in full
of all Notes issued under this Indenture. This provision shall survive termination of this Indenture.


 


(d)            
The Trustee and Note Administrator agree that the payment of all amounts to which it is entitled pursuant to Section
6.7(a)(i), (a)(ii), (a)(iii) and (a)(iv) shall be subject to the Priority of Payments, shall be payable
only to the extent funds are available in accordance with such Priority of Payments, shall be payable solely from the Collateral
and following realization of the Collateral, any such claims of the Trustee or Note Administrator against the Issuer, and all
obligations of the Issuer, shall be extinguished. The Trustee and Note Administrator will have a lien upon the Collateral to secure
the payment of such payments to it in accordance with the Priority of Payments; provided that the Trustee and Note Administrator
shall not institute any proceeding for enforcement of such lien except in connection with an action taken pursuant to Section
5.3 hereof for enforcement of the lien of this Indenture for the benefit of the Noteholders. 






    -113- 


     


    

The Trustee and Note
Administrator shall receive amounts pursuant to this Section
6.7 and Section 11.1(a) only to the extent that such payment
is made in accordance with the Priority of Payments and the failure to pay such amounts to the Trustee and Note Administrator will
not, by itself, constitute an Event of Default. Subject to Section 6.9, the Trustee and Note Administrator shall continue
to serve under this Indenture notwithstanding the fact that the Trustee and Note Administrator shall not have received amounts
due to it hereunder; provided that the Trustee and Note Administrator shall not be required to expend any funds or incur
any expenses unless reimbursement therefor is reasonably assured to it. No direction by a Majority of the Controlling Class shall
affect the right of the Trustee and Note Administrator to collect amounts owed to it under this Indenture.


 


If on any Payment Date,
an amount payable to the Trustee and Note Administrator pursuant to this Indenture is not paid because there are insufficient funds
available for the payment thereof, all or any portion of such amount not so paid shall be deferred and payable on any later Payment
Date on which sufficient funds are available therefor in accordance with the Priority of Payments.


 


Section 6.8      Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee and a Note Administrator hereunder which shall be (i) a corporation, national bank, national banking
association or trust company, organized and doing business under the laws of the United States of America or of any State thereof,
authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000
and subject to supervision or examination by federal or State authority or (ii) an institution insured by the Federal Deposit
Insurance Corporation, that in the case of (i) or (ii), has long-term senior unsecured debt of at least “Baa1” by Moody’s
and a rating by DBRS Morningstar equivalent to at least a “Baa1” rating by Moody’s; provided that if any
such institution is not rated by DBRS Morningstar, it maintain an equivalent (or higher) rating by any two other NRSROs (which
may include Moody’s)) (or such other lower rating as may be approved by the Rating Agencies from time to time) and having
an office within the United States. If such corporation publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee or the Note Administrator shall cease to be eligible in accordance
with the provisions of this Section 6.8, the Trustee or the Note Administrator, as applicable, shall resign immediately
in the manner and with the effect hereinafter specified in this ARTICLE 6.


 


Section 6.9       Resignation
and Removal; Appointment of Successor. (a) No resignation or removal of the Note Administrator or the Trustee
and no appointment of a successor Note Administrator or Trustee, as applicable, pursuant to this ARTICLE 6 shall become
effective until the acceptance of appointment by such successor Note Administrator or Trustee under Section 6.10. 






    -114- 


     


    

(b)            
Each of the Trustee and the Note Administrator may resign at any time by giving written notice thereof to the Issuer, the
Co-Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Noteholders, the Note Administrator (in the case of
the Trustee), the Trustee (in the case of the Note Administrator), and the Rating Agencies. Upon receiving such notice of resignation,
the Issuer and the Co-Issuer shall promptly appoint a successor trustee or trustees, or a successor Note Administrator, as the
case may be, by written instrument, in duplicate, executed by an Authorized Officer of the Issuer and an Authorized Officer of
the Co-Issuer, one copy of which shall be delivered to the Note Administrator or the Trustee so resigning and one copy to the successor
Note Administrator, the Collateral Manager, Trustee or Trustees, together with a copy to each Noteholder, the Servicer, the parties
hereto and the Rating Agencies; provided that such successor Note Administrator and Trustee shall be appointed only upon
the written consent of a Majority of the Notes (or if there are no Notes Outstanding, a Majority of Preferred Shareholders) or,
at any time when an Event of Default shall have occurred and be continuing or when a successor Note Administrator and Trustee has
been appointed pursuant to Section 6.10, by Act of a Majority of the Controlling Class. If no successor Note Administrator
and Trustee shall have been appointed and an instrument of acceptance by a successor Trustee or Note Administrator shall not have
been delivered to the Trustee or the Note Administrator within 30 days after the giving of such notice of resignation, the
resigning Trustee or Note Administrator, as the case may be, the Controlling Class of Notes or any Holder of a Note, on behalf
of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor
Trustee or a successor Note Administrator, as the case may be. No resignation or removal of the Note Administrator or the Trustee
and no appointment of a successor Note Administrator or Trustee will become effective until the acceptance of appointment by the
successor Note Administrator or Trustee, as applicable.


 


(c)            
The Note Administrator and Trustee may be removed at any time by Act of a Supermajority of the Notes (or if there are no
Notes Outstanding, a Majority of Preferred Shareholders) or when a successor Trustee has been appointed pursuant to Section
6.10, by Act of a Majority of the Controlling Class, in each case, upon written notice delivered to the parties hereto.


 


(d)               
If at any time:


 


(i)             
the Trustee or the Note Administrator shall cease to be eligible under Section 6.8 and shall fail to resign after
written request therefor by the Issuer, the Co-Issuer, or by any Holder; or


 


(ii)            
the Trustee or the Note Administrator shall become incapable of acting or there shall be instituted any proceeding pursuant
to which it could be adjudged as bankrupt or insolvent or a receiver or liquidator of the Trustee or the Note Administrator or
of its respective property shall be appointed or any public officer shall take charge or control of the Trustee or the Note Administrator
or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation; 






    -115- 


     


    

then, in any such case (subject to Section
6.9(a)), (a) the Issuer or the Co-Issuer, by Issuer Order, may remove the Trustee or the Note Administrator, as applicable,
or (b) subject to Section 5.15, a Majority of the Controlling Class or any Holder may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Note Administrator,
as the case may be, and the appointment of a successor thereto.


 


(e)              If
the Trustee or the Note Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office
of the Trustee or the Note Administrator for any reason, the Issuer and the Co-Issuer, by Issuer Order, subject to the written consent
of the Collateral Manager, shall promptly appoint a successor Trustee or Note Administrator, as applicable, and the successor Trustee
or Note Administrator so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee or the successor
Note Administrator, as the case may be. If the Issuer and the Co-Issuer shall fail to appoint a successor Trustee or Note Administrator
within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee or Note Administrator
may be appointed by Act of a Majority of the Controlling Class delivered to the Collateral Manager and the parties hereto, including
the retiring Trustee or the retiring Note Administrator, as the case may be, and the successor Trustee or Note Administrator so appointed
shall, forthwith upon its acceptance of such appointment, become the successor Trustee or Note Administrator, as applicable, and supersede
any successor Trustee or Note Administrator proposed by the Issuer and the Co-Issuer. If no successor Trustee or Note Administrator shall
have been so appointed by the Issuer and the Co-Issuer or a Majority of the Controlling Class and shall have accepted appointment in
the manner hereinafter provided, subject to Section 5.15, the Controlling Class or any Holder may, on behalf of itself or himself
and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee or Note Administrator.


 


(f)              The
Issuer and the Co-Issuer shall give prompt notice of each resignation and each removal of the Trustee or Note Administrator and each
appointment of a successor Trustee or Note Administrator by mailing written notice of such event by first class mail, postage prepaid,
to the Rating Agencies, the Preferred Share Paying Agent, the Collateral Manager, the parties hereto, and to the Holders of the Notes
as their names and addresses appear in the Notes Register. Each notice shall include the name of the successor Trustee or Note Administrator,
as the case may be, and the address of its respective Corporate Trust Office. If the Issuer or the Co-Issuer fail to mail such notice
within ten days after acceptance of appointment by the successor Trustee or Note Administrator, the successor Trustee or Note Administrator
shall cause such notice to be given at the expense of the Issuer or the Co-Issuer, as the case may be.


 


(g)              The resignation or removal of the Note Administrator in any capacity in which it is serving hereunder, including Note Administrator,
Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent, Custodian, Securities Intermediary, Backup Advancing Agent,
Benchmark Agent and Notes Registrar, shall be deemed a resignation or removal, as applicable, in each of the other capacities in
which it serves.


 


Section 6.10    Acceptance
of Appointment by Successor. Every successor Trustee or Note Administrator appointed hereunder shall execute, acknowledge
and deliver to the Collateral Manager, the Servicer, and the parties hereto including the retiring Trustee or the retiring Note
Administrator, as the case may be, an instrument accepting such appointment. Upon delivery of the required instruments, the resignation
or removal of the retiring Trustee or the retiring Note Administrator shall become effective and such successor Trustee or Note
Administrator, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and
obligations of the retiring Trustee or Note Administrator, as the case may be; but, on request of the Issuer and the Co-Issuer
or a Majority of the Controlling Class, the Collateral Manager or the successor Trustee or Note Administrator, such retiring Trustee
or Note Administrator shall, upon payment of its fees, indemnities and other amounts then unpaid, execute and deliver an instrument
transferring to such successor Trustee or Note Administrator all the rights, powers and trusts of the retiring Trustee or Note
Administrator, as the case may be, and shall duly assign, transfer and deliver to such successor Trustee or Note Administrator
all property and amounts held by such retiring Trustee or Note Administrator hereunder, subject nevertheless to its lien, if any,
provided for in Section 6.7(d). Upon request of any such successor Trustee or Note Administrator, the Issuer and the Co-Issuer
shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee or Note
Administrator all such rights, powers and trusts. 






    -116- 


     


    

No successor Trustee
or successor Note Administrator shall accept its appointment unless (a) at the time of such acceptance such successor shall
be qualified and eligible under this Article 6, (b) such successor shall have a long-term unsecured debt rating
satisfying the requirements set forth in Section 6.8, and (c) the Rating Agency Condition is satisfied.


 


Section 6.11    Merger, Conversion, Consolidation or Succession to Business
of Trustee and Note Administrator. Any corporation or banking association into which the Trustee or the Note Administrator
may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger,
conversion or consolidation to which the Trustee or the Note Administrator, shall be a party, or any corporation or banking association
succeeding to all or substantially all of the corporate trust business of the Trustee or the Note Administrator, shall be the successor
of the Trustee or the Note Administrator, as applicable, hereunder; provided that with respect to the Trustee, such corporation
or banking association shall be otherwise qualified and eligible under this Article 6, without the execution or filing
of any paper or any further act on the part of any of the parties hereto. In case any of the Notes have been authenticated, but
not delivered, by the Note Administrator then in office, any successor by merger, conversion or consolidation to such authenticating
Note Administrator may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor
Note Administrator had itself authenticated such Notes.


 


Section 6.12    Co-Trustees and Separate Trustee. At any time or
times, including for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Collateral may
at the time be located, the Issuer, the Co-Issuer and the Trustee shall have power to appoint, one or more Persons to act as co-trustee
jointly with the Trustee of all or any part of the Collateral, with the power to file such proofs of claim and take such other
actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders
of the Notes as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12.


 


Each of the Issuer and
the Co-Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary
or proper to appoint a co-trustee. If the Issuer and the Co-Issuer do not both join in such appointment within 15 days after
the receipt by them of a request to do so, the Trustee shall have power to make such appointment on its own. 






    -117- 


     


    

Should any written instrument
from the Issuer or the Co-Issuer be required by any co-trustee, so appointed, more fully confirming to such co-trustee such property,
title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer or
the Co-Issuer, as the case may be. The Issuer agrees to pay (but only from and to the extent of the Collateral) to the extent funds
are available therefor under the Priority of Payments, for any reasonable fees and expenses in connection with such appointment.


 


Every co-trustee, shall,
to the extent permitted by law, but to such extent only, be appointed subject to the following terms:


 


(a)              all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property
held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee;


 


(b)              the
rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment
of a co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee jointly
in the case of the appointment of a co-trustee as shall be provided in the instrument appointing such co-trustee, except to the extent
that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified
to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by a co-trustee;


 


(c)              the
Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer and the Co-Issuer evidenced by an
Issuer Order, may accept the resignation of, or remove, any co-trustee appointed under this Section 6.12, and in case an Event
of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee
without the concurrence of the Issuer or the Co-Issuer. A successor to any co-trustee so resigned or removed may be appointed in the
manner provided in this Section 6.12;


 


(d)              no
co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee hereunder, and any co-trustee hereunder
shall be entitled to all the privileges, rights and immunities under ARTICLE 6 hereof, as if it were named the Trustee hereunder;
and


 


(e)              any
Act of Securityholders delivered to the Trustee shall be deemed to have been delivered to each co-trustee.


 


Section 6.13    Direction
to enter into the Servicing Agreement. The Issuer hereby directs the Trustee and the Note Administrator to enter into
the Servicing Agreement. Each of the Trustee and the Note Administrator shall be entitled to the same rights, protections, immunities
and indemnities afforded to each herein in connection with any matter contained in the Servicing Agreement. 






    -118- 


     


    

Section 6.14     Representations and Warranties of the Trustee. The
Trustee represents and warrants for the benefit of the other parties to this Indenture and the parties to the Servicing Agreement
that:


 


(a)            
the Trustee is a national banking association with trust powers, duly and validly existing under the laws of the United
States of America, with corporate power and authority to execute, deliver and perform its obligations under this Indenture and
the Servicing Agreement, and is duly eligible and qualified to act as Trustee under this Indenture and the Servicing Agreement;


 


(b)            
this Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Trustee and each
constitutes the valid and binding obligation of the Trustee, enforceable against it in accordance with its terms except (i) as
limited by bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium
or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles,
regardless of whether considered in a proceeding in equity or at law, and (ii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought;


 


(c)            
neither the execution, delivery and performance of this Indenture or the Servicing Agreement, nor the consummation of the
transactions contemplated by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Trustee to obtain
any consent, authorization, approval or registration under, any law, statute, rule, regulation, or any judgment, order, writ, injunction
or decree that is binding upon the Trustee or any of its properties or Collateral or (ii) will violate the provisions of the
Governing Documents of the Trustee; and


 


(d)            
there are no proceedings pending or, to the best knowledge of the Trustee, threatened against the Trustee before any Federal,
state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or
domestic, which could have a material adverse effect on the Collateral or the performance by the Trustee of its obligations under
this Indenture or the Servicing Agreement.


 


Section 6.15    Representations and Warranties of the Note Administrator.
The Note Administrator represents and warrants for the benefit of the other parties to this Indenture and the parties to the Servicing
Agreement that:


 


(a)            
the Note Administrator is a national banking association with trust powers, duly and validly existing under the laws of
the United States of America, with corporate power and authority to execute, deliver and perform its obligations under this Indenture
and the Servicing Agreement, and is duly eligible and qualified to act as Note Administrator under this Indenture and the Servicing
Agreement;


 


(b)            
this Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Note Administrator
and each constitutes the valid and binding obligation of the Note Administrator, enforceable against it in accordance with its
terms except (i) as limited by bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation,
receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by
general equitable principles, regardless of whether considered in a proceeding in equity or at law, and (ii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought; 






    -119- 


     


    

(c)            
neither the execution, delivery and performance of this Indenture of the Servicing Agreement, nor the consummation of the
transactions contemplated by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Note Administrator
to obtain any consent, authorization, approval or registration under, any law, statute, rule, regulation, or any judgment, order,
writ, injunction or decree that is binding upon the Note Administrator or any of its properties or Collateral or (ii) will
violate the provisions of the Governing Documents of the Note Administrator; and


 


(d)            
there are no proceedings pending or, to the best knowledge of the Note Administrator, threatened against the Note Administrator
before any Federal, state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other
tribunal, foreign or domestic, which could have a material adverse effect on the Collateral or the performance by the Note Administrator
of its obligations under this Indenture or the Servicing Agreement.


 


Section 6.16    Requests for Consents. In the event that the Trustee
and Note Administrator receives written notice of any offer or any request for a waiver, consent, amendment or other modification
with respect to any Collateral Interest (before or after any default) or in the event any action is required to be taken in respect
to an Asset Document, the Note Administrator shall promptly forward such notice to the Issuer, the Servicer and the Special Servicer.
The Special Servicer shall take such action as required under the Servicing Agreement as described in Section 10.10(f) of
this Indenture.


 


Section 6.17     Withholding.
(a) If any amount is required to be deducted or withheld from any payment to any Noteholder or payee, such amount shall reduce
the amount otherwise distributable to such Noteholder or payee. The Note Administrator is hereby authorized to withhold or deduct
from amounts otherwise distributable to any Noteholder or payee sufficient funds for the payment of any tax that is legally required
to be withheld or deducted (but such authorization shall not prevent the Note Administrator from contesting any such tax in appropriate
proceedings and legally withholding payment of such tax, pending the outcome of such proceedings). The amount of any withholding
tax imposed with respect to any Noteholder or payee shall be treated as Cash distributed to such Noteholder or payee at the time
it is deducted or withheld by the Issuer or the Note Administrator, as applicable, and remitted to the appropriate taxing authority.
If there is a possibility that withholding tax is payable with respect to a distribution, the Note Administrator may in its sole
discretion withhold such amounts in accordance with this Section
6.17. The Issuer and the Co-Issuer agree to timely provide to the
Trustee accurate and complete copies of all documentation received from Noteholders or payee pursuant to Sections 2.7(c)
and 2.11(c) of this Indenture. Solely with respect to FATCA compliance and reporting, nothing herein shall impose an
obligation on the part of the Note Administrator to determine the amount of any tax or withholding obligation on the part of the
Issuer or in respect of the Notes. 






    -120- 


     


    

(b)            
For the avoidance of doubt, the Note Administrator shall reasonably cooperate with Issuer, at Issuer’s direction and
expense, to permit Issuer to fulfill its obligations under FATCA (including Cayman FATCA Legislation); provided that the
Note Administrator shall have no independent obligation to cause or maintain Issuer’s compliance with FATCA and shall have
no liability for any withholding on payments to Issuer as a result of Issuer’s failure to achieve or maintain FATCA compliance.


 


ARTICLE
7



COVENANTS


 


Section 7.1      Payment of Principal and Interest. The Issuer and
the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes, the Class G Notes and the Class
H Notes, shall duly and punctually pay the principal of and interest on each Class of Notes in accordance with the terms of this
Indenture. Amounts properly withheld under the Code or other applicable law by any Person from a payment to any Noteholder of interest
and/or principal shall be considered as having been paid by the Issuer and the Co-Issuer, with respect to the Offered Notes and
by the Issuer, with respect to the Class F Notes, the Class G Notes, the Class H Notes and the Preferred Shares for all purposes
of this Indenture.


 


The Note Administrator
shall, unless prevented from doing so for reasons beyond its reasonable control, give notice to each Securityholder of any such
withholding requirement no later than ten days prior to the related Payment Date from which amounts are required (as directed by
the Issuer (or the Collateral Manager on its behalf) to be withheld; provided that, despite the failure of the Note Administrator
to give such notice, amounts withheld pursuant to applicable tax laws shall be considered as having been paid by the Issuer and
the Co-Issuer, as provided above.


 


Section 7.2      Maintenance of Office or Agency. The Co-Issuers,
with respect to the Offered Notes, and the Issuer, with respect to the Class F Notes, the Class G Notes and the Class H Notes,
hereby appoint the Note Administrator as a Paying Agent for the payment of principal of and interest on the Notes and where Notes
may be surrendered for registration of transfer or exchange and the Issuer hereby appoints Corporation Service Company in New York,
New York, as its agent where notices and demands to or upon the Co-Issuer in respect of the Offered Notes or this Indenture, or
the Issuer in respect of the Notes or this Indenture, may be served.


 


The Issuer may at any
time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all
of such purposes; provided, however, that the Issuer will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served,
and, subject to any laws or regulations applicable thereto, an office or agency outside of the United States where Notes may be
presented and surrendered for payment; provided, further, that no paying agent shall be appointed in a jurisdiction
which subjects payments on the Notes to withholding tax. The Issuer shall give prompt written notice to the Trustee, the Note
Administrator, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location
and any change in the location of any such office or agency. 






    -121- 


     


    

If at any time the Issuer
shall fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside the United
States, or shall fail to furnish the Trustee and the Note Administrator with the address thereof, presentations and surrenders
may be made (subject to the limitations described in the preceding paragraph) at and notices and demands may be served on the Issuer
and Co-Issuer and Notes may be presented and surrendered for payment to the appropriate Paying Agent at its main office and the
Issuer and the Co-Issuer hereby appoint the same as their agent to receive such respective presentations, surrenders, notices and
demands.


 


Section 7.3      Amounts for Note Payments to be Held in Trust. (a) All
payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account
shall be made, with respect to the Offered Notes, on behalf of the Issuer and the Co-Issuer, or, with respect to the Class F Notes,
the Class G Notes and the Class H Notes, on behalf of the Issuer by the Note Administrator or a Paying Agent (in each case, from
and to the extent of available funds in the Payment Account and subject to the Priority of Payments) with respect to payments on
the Notes.


 


When the Paying Agent
is not also the Notes Registrar, the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to
the Class F Notes, the Class G Notes and the Class H Notes, shall furnish, or cause the Notes Registrar to furnish, no later than
the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of
the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each such Holder together
with wiring instructions, contact information, and such other information reasonably required by the paying agent.


 


Whenever the Paying
Agent is not also the Note Administrator, the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day
next preceding each Payment Date or Redemption Date, as the case may be, direct the Note Administrator to deposit on such Payment
Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due pursuant to the terms
of this Indenture (to the extent funds are then available for such purpose in the Payment Account, and subject to the Priority
of Payments), such sum to be held for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Note Administrator)
the Issuer and the Co-Issuer shall promptly notify the Note Administrator of its action or failure so to act. Any amounts deposited
with a Paying Agent (other than the Note Administrator) in excess of an amount sufficient to pay the amounts then becoming due
on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Note Administrator for
application in accordance with ARTICLE 11. Any such Paying Agent shall be deemed to agree by assuming such role not to
cause the filing of a petition in bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings,
or other proceedings under federal or State bankruptcy or similar laws of any jurisdiction against the Issuer, the Co-Issuer or
any Permitted Subsidiary for the nonpayment to the Paying Agent of any amounts payable thereto until at least one year and one
day (or, if longer, the applicable preference period then in effect and one day) after the payment in full of all Notes issued
under this Indenture. 






    -122- 


     


    

The initial Paying Agent
shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order of the
Issuer and Issuer Order of the Co-Issuer and at the sole cost and expense (including such Paying Agent’s fee) of the Issuer
and the Co-Issuer, with written notice thereof to the Note Administrator; provided, however, that so long as any
Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the Notes, either
(i) such Paying Agent has a long-term unsecured debt rating of “Aa3” or higher by Moody’s and a short-term
debt rating of “P-1” by Moody’s or (ii) each of the Rating Agencies confirms that employing such Paying
Agent shall not adversely affect the then-current ratings of the Notes. In the event that such successor Paying Agent ceases to
have a long-term debt rating of “Aa3” or higher by Moody’s and a short-term debt rating of at least “P-1”
by Moody’s, the Issuer and the Co-Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The
Issuer and the Co-Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution
or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer
and the Co-Issuer shall cause the Paying Agent other than the Note Administrator to execute and deliver to the Note Administrator
an instrument in which such Paying Agent shall agree with the Note Administrator (and if the Note Administrator acts as Paying
Agent, it hereby so agrees), subject to the provisions of this Section
7.3, that such Paying Agent will:


 


(i)              allocate
all sums received for payment to the Holders of Notes in accordance with the terms of this Indenture;


 


(ii)             hold
all sums held by it for the payment of amounts due with respect to the Notes for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;


 


(iii)             if such Paying Agent is not the Note Administrator, immediately resign as a Paying Agent and forthwith pay to the Note Administrator
all sums held by it for the payment of Notes if at any time it ceases to satisfy the standards set forth above required to be met
by a Paying Agent at the time of its appointment;


 


(iv)            if
such Paying Agent is not the Note Administrator, immediately give the Note Administrator notice of any Default by the Issuer or the Co-Issuer
(or any other obligor upon the Notes) in the making of any payment required to be made; and


 


(v)             if
such Paying Agent is not the Note Administrator at any time during the continuance of any such Default, upon the written request of the
Note Administrator, forthwith pay to the Note Administrator all sums so held by such Paying Agent.


 


The Issuer or the Co-Issuer may at any
time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer
Order direct the Paying Agent to pay, to the Note Administrator all sums held by the Issuer or the Co-Issuer or held by the Paying
Agent for payment of the Notes, such sums to be held by the Note Administrator in trust for the same Noteholders as those upon
which such sums were held by the Issuer, the Co-Issuer or the Paying Agent; and, upon such payment by the Paying Agent to the
Note Administrator, the Paying Agent shall be released from all further liability with respect to such amounts. 






    -123- 


     


    

Except as otherwise required
by applicable law, any amounts deposited with the Note Administrator in trust or deposited with the Paying Agent for the payment
of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due
and payable shall be paid to the Issuer on request; and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment of such amounts and all liability of the Note Administrator or the Paying Agent with respect
to such amounts (but only to the extent of the amounts so paid to the Issuer or the Co-Issuer, as applicable) shall thereupon cease.
The Note Administrator or the Paying Agent, before being required to make any such release of payment, may, but shall not be required
to, adopt and employ, at the expense of the Issuer or the Co-Issuer, as the case may be, any reasonable means of notification of
such release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes have been called
but have not been surrendered for redemption or whose right to or interest in amounts due and payable but not claimed is determinable
from the records of the Paying Agent, at the last address of record of each such Holder.


 


Section 7.4      Existence of the Issuer and Co-Issuer. (a) So
long as any Note is Outstanding, the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and
effect its existence and rights as an exempted company incorporated with limited liability under the laws of the Cayman Islands
and shall obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which
such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes or any of
the Collateral; provided that the Issuer shall be entitled to change its jurisdiction of registration from the Cayman Islands
to any other jurisdiction reasonably selected by the Issuer so long as (i) such change is not disadvantageous in any material
respect to the Holders of the Notes or the Preferred Shares, (ii) it delivers written notice of such change to the Note Administrator
for delivery to the Holders of the Notes or Preferred Shares, the Preferred Share Paying Agent and the Rating Agencies and (iii) on
or prior to the fifteenth (15th) Business Day following delivery of such notice by the Note Administrator to the Noteholders, the
Note Administrator shall not have received written notice from a Majority of the Controlling Class or a Majority of Preferred Shareholders
objecting to such change. So long as any Rated Notes are Outstanding, the Issuer will maintain at all times at least one director
who is Independent of the Collateral Manager and its Affiliates.


 


(b)            
So long as any Note is Outstanding, the Co-Issuer shall maintain in full force and effect its existence and rights as a
limited liability company organized under the laws of Delaware and shall obtain and preserve its qualification to do business
as a foreign limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect
the validity and enforceability of this Indenture or the Notes; provided, however, that the Co-Issuer shall be entitled
to change its jurisdiction of formation from Delaware to any other jurisdiction reasonably selected by the Co-Issuer so long as
(i) such change is not disadvantageous in any material respect to the Holders of the Notes, (ii) it delivers written
notice of such change to the Note Administrator for delivery to the Holders of the Notes and the Rating Agencies and (iii) on
or prior to the fifteenth (15th) Business Day following such delivery of such notice by the Note Administrator to the Noteholders,
the Note Administrator shall not have received written notice from a Majority of the Controlling Class objecting to such change.
So long as any Rated Notes are Outstanding, the Co-Issuer will maintain at all times at least one director who is Independent
of the Collateral Manager and its Affiliates. 






    -124- 


     


    

(c)            
So long as any Note is Outstanding, the Issuer shall ensure that all corporate or other formalities regarding its existence
are followed (including correcting any known misunderstanding regarding its separate existence). So long as any Note is Outstanding,
the Issuer shall not take any action or conduct its affairs in a manner that is likely to result in its separate existence being
ignored or its Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization
or other insolvency proceeding. So long as any Note is Outstanding, the Issuer shall maintain and implement administrative and
operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall
at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily
maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as any Note
is Outstanding, (i) the Issuer shall (A) pay its own liabilities only out of its own funds and (B) use separate
stationery, invoices and checks, (C) hold itself out and identify itself as a separate and distinct entity under its own
name; (D) not commingle its assets with assets of any other Person; (E) hold title to its assets in its own name; (F) maintain
separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have
its assets listed on any financial statement of any other Person; provided, however, that the Issuer’s assets
may be included in a consolidated financial statement of its Affiliate; provided that (1) appropriate notation shall
be made on such consolidated financial statements to indicate the separateness of the Issuer from such Affiliate and to indicate
that the Issuer’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any
other Person and (2) such assets shall also be listed on the Issuer’s own balance sheet; (G) not guarantee any
obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit
or assets as being available to satisfy the obligations of others; (H) allocate fairly and reasonably any overhead expenses,
including for shared office space; (I) not have its obligations guaranteed by any Affiliate; (J) not pledge its assets
to secure the obligations of any other Person; (K) correct any known misunderstanding regarding its separate identity; (L) maintain
adequate capital in light of its contemplated business purpose, transactions and liabilities; (M) not acquire any securities
of any Affiliate of the Issuer; and (N) not own any asset or property other than property arising out of the actions permitted
to be performed under the Transaction Documents; and (ii) the Issuer shall not (A) have any subsidiaries (other than
a Permitted Subsidiary and, in the case of the Issuer, the Co-Issuer); (B) engage, directly or indirectly, in any business
other than the actions required or permitted to be performed under the Transaction Documents; (C) engage in any transaction
with any shareholder that is not permitted under the terms of the Servicing Agreement; (D) pay dividends other than in accordance
with the terms of this Indenture, its governing documents and the Preferred Share Paying Agency Agreement; (E) conduct business
under an assumed name (i.e., no “DBAs”); (F) incur, create or assume any indebtedness other than as expressly
permitted under the Transaction Documents; (G) enter into any contract or agreement with any of its Affiliates, except upon
terms and conditions that are commercially reasonable and substantially similar to those available in arm’s-length transactions;
provided that the foregoing shall not prohibit the Issuer from entering into the transactions contemplated by the Company
Administration Agreement with the Company Administrator, the Preferred Share Paying Agency Agreement with the Share Registrar
and any other agreement contemplated or permitted by the Servicing Agreement or this Indenture; (H) make or permit to remain
outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Issuer may invest
in those investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be
made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such
provisions; and (I) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger,
asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision
of the Transaction Documents. 






    -125- 


     


    

(d)             So long as any Note is Outstanding, the Co-Issuer shall ensure that all limited liability company or other formalities regarding
its existence are followed, as well as correcting any known misunderstanding regarding its separate existence. The Co-Issuer shall
not take any action or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or its
Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency
proceeding. The Co-Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance
of the Co-Issuer’s obligations hereunder, and the Co-Issuer shall at all times keep and maintain, or cause to be kept and
maintained, books, records, accounts and other information customarily maintained for the performance of the Co-Issuer’s
obligations hereunder. Without limiting the foregoing, the Co-Issuer shall not (A) have any subsidiaries, (B) have any
employees (other than its managers), (C) join in any transaction with any member that is not permitted under the terms of
the Servicing Agreement or this Indenture, (D) pay dividends other than in accordance with the terms of this Indenture, (E) commingle
its funds or Collateral with those of any other Person, or (F) enter into any contract or agreement with any of its Affiliates,
except upon terms and conditions that are commercially reasonable and substantially similar to those available in arm’s-length
transactions with an unrelated party.


 


Section 7.5       Protection of Collateral. (a) The Note Administrator,
at the expense of the Issuer and pursuant to any Opinion of Counsel received pursuant to Section 7.5(e) shall execute and
deliver all such Financing Statements, continuation statements, instruments of further assurance and other instruments, and shall
take such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders and to:


 


(i)              Grant
more effectively all or any portion of the Collateral;


 


(ii)             maintain
or preserve the lien (and the priority thereof) of this Indenture or to carry out more effectively the purposes hereof;


 


(iii)            perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture (including, without limitation, any and all
actions necessary or desirable as a result of changes in law or regulations);


 


(iv)            instruct
the Special Servicer with respect to enforcement on any of the Collateral Interests or enforce on any other instruments or property included
in the Collateral;


 


(v)             instruct
the Special Servicer to preserve and defend title to the Collateral Interests and preserve and defend title to the other Collateral and
the rights of the Trustee, the Holders of the Notes in the Collateral against the claims of all persons and parties; and


 


(vi)            pursuant to Section 11.1(a)(i)(1) and Section 11.1(a)(ii)(1), pay or cause to be paid any and all taxes levied
or assessed upon all or any part of the Collateral. 






    -126- 


     


    

The Issuer hereby designates
the Note Administrator as its agent and attorney-in-fact to execute any Financing Statement, continuation statement or other instrument
required pursuant to this Section
7.5. The Note Administrator agrees that it will from time to time execute and cause such Financing
Statements and continuation statements to be filed (it being understood that the Note Administrator shall be entitled to rely upon
an Opinion of Counsel described in Section 7.5(e), at the expense of the Issuer, as to the need to file such Financing Statements
and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings
are required to be made).


 


(b)            
Neither the Trustee nor the Note Administrator shall (except in accordance with Section 10.12(a), Section 10.12(b)
or (c) and except for payments, deliveries and distributions otherwise expressly permitted under this Indenture) cause or
permit the Custodial Account or the Custodian to be located in a different jurisdiction from the jurisdiction in which the Custodian
was located on the Closing Date, unless the Trustee or the Note Administrator, as applicable, shall have first received an Opinion
of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue
to be maintained after giving effect to such action or actions.


 


(c)            
The Issuer shall (i) pay or cause to be paid taxes, if any, levied on account of the beneficial ownership by the Issuer
of any Collateral that secure the Notes and timely file all tax returns and information statements as required, (ii) take
all actions necessary or advisable to prevent the Issuer from becoming subject to any withholding or other taxes or assessments
and to allow the Issuer to comply with FATCA, including, appointing any agent or representative to perform due diligence, withholding
or reporting obligations of the Issuer pursuant to FATCA and (iii) if required to prevent the withholding or imposition of
United States income tax, deliver or cause to be delivered an IRS Form W-9 (or the applicable IRS Form W-8, if appropriate)
or successor applicable form, to each borrower, counterparty or paying agent with respect to (as applicable) an item included in
the Collateral at the time such item is purchased or entered into and thereafter prior to the expiration or obsolescence of such
form.


 


(d)            
The Issuer (or an agent on its behalf) shall take such reasonable actions, including hiring agents or advisors, consistent
with law and its obligations under this Indenture, as are necessary for compliance with FATCA (or the Cayman FATCA Legislation),
including appointing any agent or representative to perform due diligence, withholding or reporting obligations of the Issuer to
enable compliance with FATCA, and any other action that the Issuer would be permitted to take under this Indenture necessary for
compliance with FATCA. The Issuer shall provide any certification or documentation (including an IRS Form W-9 or the applicable
IRS Form W-8, if appropriate, or any successor form) to any payor (as defined in FATCA) from time to time as provided by law to
minimize U.S. withholding tax or backup withholding tax or to ensure compliance with FATCA.


 


(e)            
For so long as the Notes are Outstanding, on or about December 2025 and every 60 months thereafter, the Issuer (or
the Collateral Manager on its behalf) shall deliver to the Trustee and the Note Administrator, for the benefit of the Trustee,
the Collateral Manager, the Note Administrator and the Rating Agencies, at the expense of the Issuer, an Opinion of Counsel stating
what is required, in the opinion of such counsel, as of the date of such opinion, to maintain the lien and security interest created
by this Indenture with respect to the Collateral, and confirming the matters set forth in the Opinion of Counsel, furnished pursuant
to Section 3.1(d), with regard to the perfection and priority of such security interest (and such Opinion of Counsel may
likewise be subject to qualifications and assumptions similar to those set forth in the Opinion of Counsel delivered pursuant
to Section 3.1(d)). 






    -127- 


     


    

Section 7.6      Notice of Any Amendments. Each of the Issuer and
the Co-Issuer shall give notice to the 17g-5 Information Provider of, and satisfy the Rating Agency Condition with respect to,
any amendments to its Governing Documents.


 


Section 7.7      Performance of Obligations. (a) Each of the
Issuer and the Co-Issuer shall not take any action, and will use commercially reasonable efforts not to permit any action to be
taken by others, that would release any Person from any of such Person’s covenants or obligations under any Instrument included
in the Collateral, except in the case of enforcement action taken with respect to any Defaulted Collateral Interest in accordance
with the provisions hereof and as otherwise required hereby.


 


(b)            
The Issuer or the Co-Issuer may, with the prior written consent of the Majority of the Notes (or if there are no Notes Outstanding,
a Majority of Preferred Shareholders), contract with other Persons, including the Servicer, the Special Servicer, the Note Administrator,
the Collateral Manager or the Trustee, for the performance of actions and obligations to be performed by the Issuer or the Co-Issuer,
as the case may be, hereunder by such Persons and the performance of the actions and other obligations with respect to the Collateral
of the nature set forth in this Indenture. Notwithstanding any such arrangement, the Issuer or the Co-Issuer, as the case may be,
shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations
by such Persons shall be deemed to be performance of such actions and obligations by the Issuer or the Co-Issuer; and the Issuer
or the Co-Issuer shall punctually perform, and use commercially reasonable efforts to cause the Servicer, the Special Servicer,
the Collateral Manager or such other Person to perform, all of their obligations and agreements contained in this Indenture or
such other agreement.


 


(c)            
Unless the Rating Agency Condition is satisfied with respect thereto, the Issuer shall maintain the Servicing Agreement
in full force and effect so long as any Notes remain Outstanding and shall not terminate the Servicing Agreement with respect to
any Collateral Interest except upon the sale or other liquidation of such Collateral Interest in accordance with the terms and
conditions of this Indenture.


 


(d)            
If the Co-Issuers receive a notice from the Rating Agencies stating that they are not in compliance with Rule 17g-5,
the Co-Issuers shall take such action as mutually agreed between the Co-Issuers and the Rating Agencies in order to comply with
Rule 17g-5.


 


Section 7.8       Negative Covenants. (a) The Issuer and the Co-Issuer
shall not:


 


(i)            
sell, assign, participate, transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber
(or permit such to occur or suffer such to exist), any part of the Collateral, except as otherwise expressly permitted by this
Indenture or the Servicing Agreement; 






    -128- 


     


    

(ii)            
claim any credit on, make any deduction from, or dispute the enforceability of, the payment of the principal or interest
payable in respect of the Notes (other than amounts required to be paid, deducted or withheld in accordance with any applicable
law or regulation of any governmental authority) or assert any claim against any present or future Noteholder by reason of the
payment of any taxes levied or assessed upon any part of the Collateral;


 


(iii)           
(A) incur or assume or guarantee any indebtedness, other than the Notes and this Indenture and the transactions contemplated
hereby; (B) issue any additional class of securities, other than the Notes, the Preferred Shares, the ordinary shares of the
Issuer and the limited liability company membership interests of the Co-Issuer; or (C) issue any additional shares of stock,
other than the ordinary shares of the Issuer and the Preferred Shares;


 


(iv)           
(A) permit the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of
this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any
covenants or obligations with respect to this Indenture or the Notes, except as may be expressly permitted hereby; (B) permit
any lien, charge, adverse claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be
created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the proceeds
thereof, except as may be expressly permitted hereby; or (C) take any action that would permit the lien of this Indenture
not to constitute a valid first priority security interest in the Collateral, except as may be expressly permitted hereby;


 


(v)            
amend the Servicing Agreement, except pursuant to the terms thereof;


 


(vi)           
amend the Preferred Share Paying Agency Agreement, except pursuant to the terms thereof;


 


(vii)          
to the maximum extent permitted by applicable law, dissolve or liquidate in whole or in part, except as permitted hereunder;


 


(viii)         
make or incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms
of this Indenture and, in the case of the Issuer, the Preferred Share Paying Agency Agreement;


 


(ix)            
become liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of the
lessee under any lease, hire any employees or pay any dividends to its shareholders, except with respect to the Preferred Shares
in accordance with the Priority of Payments;


 


(x)            
maintain any bank accounts other than the Accounts and any bank account in the Cayman Islands in which (inter alia)
the proceeds of the Issuer’s issued share capital and the transaction fees paid to the Issuer for agreeing to issue the Securities
will be kept;


 


(xi)            
conduct business under an assumed name, or change its name without first delivering at least 30 days’ prior
written notice to the Trustee, the Note Administrator, the Noteholders and the Rating Agencies and an Opinion of Counsel to the
effect that such name change will not adversely affect the security interest hereunder of the Trustee or the Secured Parties; 






    -129- 


     


    

(xii)          
take any action that would result in it failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of
BSPRT for U.S. federal income tax purposes (including, but not limited to, an election to treat the Issuer as a “taxable
REIT subsidiary,” as defined in Section 856(l) of the Code), unless (A) based on an Opinion of Counsel of Cadwalader,
Wickersham & Taft LLP or another nationally-recognized tax counsel experienced in such matters, the Issuer will be treated
as a Qualified REIT Subsidiary or other disregarded entity of a REIT other than BSPRT, or (B) based on an Opinion of Counsel
of Cadwalader, Wickersham & Taft LLP or another nationally-recognized tax counsel experienced in such matters, the Issuer will
be treated as a foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax
purposes;


 


(xiii)         
except for any agreements involving the purchase and sale of Collateral Interests having customary purchase or sale terms
and documented with customary loan trading documentation, enter into any agreements unless such agreements contain “non-petition”
and “limited recourse” provisions; or


 


(xiv)         
amend their respective organizational documents without satisfaction of the Rating Agency Condition in connection therewith.


 


(b)            
Neither the Issuer nor the Trustee shall sell, transfer, exchange or otherwise dispose of Collateral, or enter into or engage
in any business with respect to any part of the Collateral, except as expressly permitted or required by this Indenture or the
Servicing Agreement.


 


(c)            
The Co-Issuer shall not invest any of its Collateral in “securities” (as such term is defined in the 1940 Act)
and shall keep all of the Co-Issuer’s Collateral in Cash.


 


(d)          
For so long as any of the Notes are Outstanding, the Co-Issuer shall not issue any limited liability company membership
interests of the Co-Issuer to any Person other than BSPRT or a wholly-owned subsidiary of BSPRT.


 


(e)           
The Issuer shall not enter into any material new agreements (other than the Collateral Interest Purchase Agreement or other
agreement contemplated by this Indenture) (including, without limitation, in connection with the sale of Collateral by the Issuer)
without the prior written consent of the Holders of at least a Majority of the Notes (or if there are no Notes Outstanding, a
Majority of Preferred Shareholders) and shall provide notice of all new agreements (other than the Collateral Interest Purchase
Agreement or other agreement specifically contemplated by this Indenture) to the Holders of the Notes. The foregoing notwithstanding,
the Issuer may agree to any material new agreements; provided that (i) the Issuer (or the Collateral Manager on its
behalf) determines that such new agreements would not, upon becoming effective, adversely affect the rights or interests of any
Class or Classes of Noteholders and (ii) subject to satisfaction of the Rating Agency Condition. 






    -130- 


     


    

(f)            
As long as any Note is Outstanding, the Advancing Agent shall permit BSPRT Holder to transfer (whether by means of actual
transfer or a transfer of beneficial ownership for U.S. federal income tax purposes), pledge or hypothecate any retained or repurchased
Notes, the Preferred Shares or ordinary shares of the Issuer to any other Person (except to an affiliate that is wholly-owned by
BSPRT or a subsequent REIT and is disregarded as a separate entity for U.S. federal income tax purposes of such REIT) so long as
the Issuer receives a No Entity-Level Tax Opinion with respect to such transfer, pledge or hypothecation, or has previously received
a No Trade or Business Opinion; except that no opinion shall be required with respect to a transfer, pledge or hypothecation to
an affiliate that is wholly-owned by BSPRT or such subsequent REIT, as applicable, and is disregarded for U.S. federal income tax
purposes.


 


Section 7.9      Statement as to Compliance. On or before January 31,
in each calendar year, commencing in 2022 or immediately if there has been a Default in the fulfillment of an obligation under
this Indenture, the Issuer shall deliver to the Trustee, the Note Administrator and the 17g-5 Information Provider an Officer’s
Certificate given on behalf of the Issuer and without personal liability stating, as to each signer thereof, that, since the date
of the last certificate or, in the case of the first certificate, the Closing Date, to the best of the knowledge, information and
belief of such Officer, the Issuer has fulfilled all of its obligations under this Indenture or, if there has been a Default in
the fulfillment of any such obligation, specifying each such Default known to them and the nature and status thereof.


 


Section 7.10   Issuer and Co-Issuer May Consolidate or Merge Only on Certain
Terms. (a) The Issuer shall not consolidate or merge with or into any other Person or transfer or convey all or
substantially all of its Collateral to any Person, unless permitted by the Governing Documents and Cayman Islands law and unless:


 


(i)             
the Issuer shall be the surviving entity, or the Person (if other than the Issuer) formed by such consolidation or into
which the Issuer is merged or to which all or substantially all of the Collateral of the Issuer are transferred shall be an entity
organized and existing under the laws of the Cayman Islands or such other jurisdiction approved by a Majority of each and every
Class of the Notes (each voting as a separate Class), and a Majority of Preferred Shareholders; provided that no such approval
shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction of registration
pursuant to Section 7.4 hereof; and provided, further, that the surviving entity shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, the Note Administrator, and each Noteholder, the due
and punctual payment of the principal of and interest on all Notes and other amounts payable hereunder and under the Servicing
Agreement and the performance and observance of every covenant of this Indenture and the Servicing Agreement on the part of the
Issuer to be performed or observed, all as provided herein;


 


(ii)            
the Rating Agency Condition shall be satisfied;


 


(iii)           
if the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or
to which all or substantially all of the Collateral of the Issuer are transferred shall have agreed with the Trustee and the Note
Administrator (A) to observe the same legal requirements for the recognition of such formed or surviving entity as a legal
entity separate and apart from any of its Affiliates as are applicable to the Issuer with respect to its Affiliates and (B) not
to consolidate or merge with or into any other Person or transfer or convey all or substantially all of the Collateral or all
or substantially all of its Collateral to any other Person except in accordance with the provisions of this Section
7.10, unless
in connection with a sale of the Collateral pursuant to Article 5, Article 9 or Article 12; 






    -131- 


     


    

(iv)          
if the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or
to which all or substantially all of the Collateral of the Issuer are transferred shall have delivered to the Trustee, the Note
Administrator, the Servicer, the Special Servicer, the Collateral Manager and the Rating Agencies an Officer’s Certificate
and an Opinion of Counsel each stating that such Person is duly organized, validly existing and in good standing in the jurisdiction
in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in Section
7.10(a)(i) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations;
that such Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose
of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable
in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement
of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law); that, immediately following the event which causes such Person to become the successor to
the Issuer, (A) such Person has good and marketable title, free and clear of any lien, security interest or charge, other
than the lien and security interest of this Indenture, to the Collateral securing, in the case of a consolidation or merger of
the Issuer, all of the Notes or, in the case of any transfer or conveyance of the Collateral securing any of the Notes, such Notes,
(B) the Trustee continues to have a valid perfected first priority security interest in the Collateral securing, in the case
of a consolidation or merger of the Issuer, all of the Notes, or, in the case of any transfer or conveyance of the Collateral securing
any of the Notes, such Notes and (C) such other matters as the Trustee, the Note Administrator, the Servicer, the Special
Servicer, the Collateral Manager or any Noteholder may reasonably require;


 


(v)            
immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(vi)          
the Issuer shall have delivered to the Trustee, the Note Administrator, the Preferred Share Paying Agent and each Noteholder,
an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and
such supplemental indenture comply with this Article 7 and that all conditions precedent in this Article 7
provided for relating to such transaction have been complied with;


 


(vii)          
the Issuer has received an opinion from Cadwalader, Wickersham & Taft LLP or an opinion of other nationally recognized
U.S. tax counsel experienced in such matters that the Issuer or the Person referred to in clause (a) either will (a) be
treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT or (b) be treated as a foreign corporation not
engaged in a U.S. trade or business for U.S. federal income tax purposes or otherwise not subject to U.S. federal income tax on
a net income tax basis; 






    -132- 


     


    

(viii)          the Issuer has received an opinion from Cadwalader, Wickersham & Taft LLP or an opinion of other nationally recognized
U.S. tax counsel experienced in such matters that such action will not adversely affect the tax treatment of the Noteholders as
described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material
extent; and


 


(ix)             after
giving effect to such transaction, the Issuer shall not be required to register as an investment company under the 1940 Act.


 


(b)             The
Co-Issuer shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its Collateral
to any Person, unless no Notes remain Outstanding or:


 


(i)               the
Co-Issuer shall be the surviving entity, or the Person (if other than the Co-Issuer) formed by such consolidation or into which the Co-Issuer
is merged or to which all or substantially all of the Collateral of the Co-Issuer are transferred shall be a company organized and existing
under the laws of Delaware or such other jurisdiction approved by a Majority of the Controlling Class; provided that no such approval
shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction of formation pursuant
to Section 7.4; and provided, further, that the surviving entity shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, the Note Administrator, and each Noteholder, the due and punctual payment of the principal
of and interest on all Notes and the performance and observance of every covenant of this Indenture on the part of the Co-Issuer to be
performed or observed, all as provided herein;


 


(ii)              the
Rating Agency Condition has been satisfied;


 


(iii)             if
the Co-Issuer is not the surviving entity, the Person formed by such consolidation or into which the Co-Issuer is merged or to which
all or substantially all of the Collateral of the Co-Issuer are transferred shall have agreed with the Trustee and the Note Administrator
(A) to observe the same legal requirements for the recognition of such formed or surviving entity as a legal entity separate and
apart from any of its Affiliates as are applicable to the Co-Issuer with respect to its Affiliates and (B) not to consolidate or
merge with or into any other Person or transfer or convey all or substantially all of its Collateral to any other Person except in accordance
with the provisions of this Section 7.10;


 


(iv)             if the Co-Issuer is not the surviving entity, the Person formed by such consolidation or into which the Co-Issuer is merged
or to which all or substantially all of the Collateral of the Co-Issuer are transferred shall have delivered to the Trustee, the
Note Administrator and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating that such Person
is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person
has sufficient power and authority to assume the obligations set forth in Section 7.10(b)(i) above and to execute and deliver
an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution,
delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations and that such supplemental
indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy,
reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); such other
matters as the Trustee, the Note Administrator or any Noteholder may reasonably require; 






    -133- 


     


    

(v)            
immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(vi)       
the Co-Issuer shall have delivered to the Trustee, the Note Administrator, the Preferred Share Paying Agent and each Noteholder
an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and
such supplemental indenture comply with this Article 7 and that all conditions precedent in this Article 7
provided for relating to such transaction have been complied with and that no adverse tax consequences will result therefrom to
the Holders of the Notes or the Preferred Shareholders; and


 


(vii)          
after giving effect to such transaction, the Co-Issuer shall not be required to register as an investment company under
the 1940 Act.


 


Section 7.11     Successor Substituted. Upon any consolidation or
merger, or transfer or conveyance of all or substantially all of the Collateral of the Issuer or the Co-Issuer, in accordance with
Section 7.10 hereof, the Person formed by or surviving such consolidation or merger (if other than the Issuer or the
Co-Issuer), or the Person to which such consolidation, merger, transfer or conveyance is made, shall succeed to, and be substituted
for, and may exercise every right and power of, the Issuer or the Co-Issuer, as the case may be, under this Indenture with the
same effect as if such Person had been named as the Issuer or the Co-Issuer, as the case may be, herein. In the event of any such
consolidation, merger, transfer or conveyance, the Person named as the “Issuer” or the “Co-Issuer” in the
first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in this Article 7
may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities
as obligor and maker on all the Notes and from its obligations under this Indenture.


 


Section 7.12     No
Other Business. The Issuer shall not engage in any business or activity other than issuing and selling the Notes pursuant
to this Indenture and any supplements thereto, issuing its ordinary shares and issuing and selling the Preferred Shares in accordance
with its Governing Documents, and acquiring, owning, holding, disposing of and pledging the Collateral in connection with the
Notes and such other activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto
or connected therewith. The Co-Issuer shall not engage in any business or activity other than issuing and selling the Notes pursuant
to this Indenture and any supplements thereto and such other activities which are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith. 






    -134- 


     


    

Section 7.13     Reporting. At any time when the Issuer and/or the
Co-Issuer is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b)
under the Exchange Act, upon the request of a Holder or beneficial owner of a Note, the Issuer and/or the Co-Issuer shall promptly
furnish or cause to be furnished “Rule 144A Information” (as defined below) to such Holder or beneficial owner,
to a prospective purchaser of such Note designated by such Holder or beneficial owner or to the Note Administrator for delivery
to such Holder or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner, as the case may be,
in order to permit compliance by such Holder or beneficial owner with Rule 144A under the Securities Act in connection with
the resale of such Note by such Holder or beneficial owner. “Rule 144A Information”
shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision
thereto). The Note Administrator shall reasonably cooperate with the Issuer and/or the Co-Issuer in mailing or otherwise distributing
(at the Issuer’s expense) to such Noteholders or prospective purchasers, at and pursuant to the Issuer’s and/or the
Co-Issuer’s written direction the foregoing materials prepared by or on behalf of the Issuer and/or the Co-Issuer; provided,
however, that the Note Administrator shall be entitled to prepare and affix thereto or enclose therewith reasonable disclaimers
to the effect that such Rule 144A Information was not assembled by the Note Administrator, that the Note Administrator has
not reviewed or verified the accuracy thereof, and that it makes no representation as to such accuracy or as to the sufficiency
of such information under the requirements of Rule 144A or for any other purpose.


 


Section 7.14    Calculation
Agent. (a) The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall
at all times be an agent appointed to calculate the Benchmark in respect of each Interest Accrual Period in accordance with the
terms of Schedule B attached hereto (the “Calculation Agent”).
The Issuer and the Co-Issuer initially have appointed the Note Administrator as Calculation Agent for purposes of determining
the Benchmark for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at any time, with or without
cause, upon no less than thirty (30) days’ written notice to the Calculation Agent. The Calculation Agent may resign at
any time by giving written notice thereof to the Issuer, the Co-Issuer, the Collateral Manager, the Noteholders and the Rating
Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent
fails to determine the then-current Benchmark or the Interest Distribution Amount for any Class of Notes for any Interest Accrual
Period, the Issuer shall promptly appoint as a replacement Calculation Agent a leading bank, which does not control or is not
controlled by or under common control with the Issuer or its Affiliates and, if the then-current Benchmark is LIBOR, is engaged
in transactions in Eurodollar deposits in the international Eurodollar market. The Calculation Agent may not resign its duties
without a successor having been duly appointed. If no successor Calculation Agent shall have been appointed within 30 days after
giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes or any Holder of a Note, on behalf
of himself and all others similarly situated, may, at the Issuer’s expense, petition a court of competent jurisdiction for
the appointment of a successor Calculation Agent. 






    -135- 


     


    

(b)            
The Calculation Agent shall calculate, on the Benchmark Determination Date, the Benchmark for the next Interest Accrual
Period and will communicate such rates via the Monthly Report. The Calculation Agent shall notify the Issuer and the Co-Issuer
before 5:00 p.m. (New York time) on each Benchmark Determination Date if it has not determined and is not in the process of determining
the Benchmark and the Interest Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination
of the Note Interest Rates and the related Interest Distribution Amounts, respectively, by the Calculation Agent shall, absent
manifest error, be final and binding on all parties.


 


Section 7.15    REIT Status. (a) BSPRT and any subsequent REIT
shall not take any action that results in the Issuer failing to qualify as a Qualified REIT Subsidiary or other disregarded entity
of BSPRT or a subsequent REIT, as applicable, for U.S. federal income tax purposes, unless (A) based on an Opinion of Counsel,
the Issuer will be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT other than BSPRT or a subsequent
REIT, as applicable, or (B) based on an Opinion of Counsel, the Issuer will be treated as a foreign corporation that is not engaged
in a trade or business in the United States for U.S. federal income tax purposes (which opinion may be conditioned on compliance
with certain restrictions on the investment or other activity of the Issuer and/or the Servicer or Collateral Manager on behalf
of the Issuer; provided that no opinion shall be required with respect to a transfer, pledge or hypothecation to an affiliate that
is wholly-owned by BSPRT or such subsequent REIT, as applicable, and is disregarded for U.S. federal income tax purpose).


 


(b)              Without
limiting the generality of this Section 7.15, if the Issuer is no longer a Qualified REIT Subsidiary or other disregarded entity
of a REIT, prior to the time that:


 


(i)               any Collateral Interest would cause the Issuer to be treated as engaged in a trade or business in the United States for
U.S. federal income tax purposes or to become subject to U.S. federal income tax on a net income basis;


 


(ii)              the Issuer would acquire or receive any asset in connection with a workout or restructuring of a Collateral Interest that
could cause the Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes
or to become subject to U.S. federal income tax on a net income basis;


 


(iii)             the
Issuer would acquire the real property underlying any Collateral Interest pursuant to a foreclosure or deed-in-lieu of foreclosure; or


 


(iv)            any Commercial Real Estate Loan is modified in such a manner that could cause the Issuer to be treated as engaged in a trade
or business in the United States for U.S. federal income tax purposes or to become subject to U.S. federal income tax on a net
income basis,


 


the Issuer will either (x) organize
one or more Permitted Subsidiaries and contribute the subject property to such Permitted Subsidiary, (y) contribute such Collateral
Interest to an existing Permitted Subsidiary, or (z) sell such Collateral Interest in accordance with Section 12.1.


 


(c)              At
the direction of 100% of the Preferred Shareholders (including any party that will become the beneficial owner of 100% of the Preferred
Shares because of a default under any financing arrangement for which the Preferred Shares are security), the Issuer may operate as a
foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes; provided
that (i) the Issuer receives a No Entity-Level Tax Opinion; (ii) this Indenture and the Servicing Agreement, as applicable,
are amended or supplemented (A) to adopt written tax guidelines governing the Issuer’s origination, acquisition, disposition
and modification of Commercial Real Estate Loans designed to prevent the Issuer from being treated as engaged in a trade or business
in the United States for U.S. federal income tax purposes, (B) to form one or more “grantor trusts” to the hold Commercial
Real Estate Loans and (C) to implement any other provisions deemed necessary (as determined by the tax counsel providing the opinion)
to prevent the Issuer from being treated as a foreign corporation engaged in a trade or business in the United States for U.S. federal
income tax purposes or otherwise becoming subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; (iii) the
Preferred Shareholder shall pay the administrative and other costs related to the Issuer converting from a Qualified REIT Subsidiary
to operating as a foreign corporation, including the costs of any opinions and amendments; and (iv) the Preferred Shareholder agrees
to pay any ongoing expenses related to the Issuer’s status as a foreign corporation not engaged in a trade or business in the United
States for U.S. federal income tax purposes, including but not limited to U.S. federal income tax filings required by the Issuer, the
 “grantor trusts” or any taxable subsidiaries or required under FATCA. 






    -136- 


     


    

Section 7.16     Permitted Subsidiaries. Notwithstanding any other
provision of this Indenture, the Collateral Manager on behalf of the Issuer shall, following delivery of an Issuer Order to the
parties hereto, be permitted to sell or transfer to a Permitted Subsidiary at any time any Sensitive Asset for consideration consisting
entirely of the equity interests of such Permitted Subsidiary (or for an increase in the value of equity interests already owned).
Such Issuer Order shall certify that the sale of a Sensitive Asset is being made in accordance with satisfaction of all requirements
of this Indenture. The Custodian shall, upon receipt of a Request for Release with respect to a Sensitive Asset, release such Sensitive
Asset and shall deliver such Sensitive Asset as specified in such Request for Release. The following provisions shall apply to
all Sensitive Asset and Permitted Subsidiaries:


 


(a)            
For all purposes under this Indenture, any Sensitive Asset transferred to a Permitted Subsidiary shall be treated as if
it were an asset owned directly by the Issuer.


 


(b)         
Any distribution of Cash by a Permitted Subsidiary to the Issuer shall be characterized as Interest Proceeds or Principal
Proceeds to the same extent that such Cash would have been characterized as Interest Proceeds or Principal Proceeds if received
directly by the Issuer and each Permitted Subsidiary shall cause all proceeds of and collections on each Sensitive Asset owned
by such Permitted Subsidiary to be deposited into the Payment Account.


 


(c)            
To the extent applicable, the Issuer shall form one or more Securities Accounts with the Securities Intermediary for the
benefit of each Permitted Subsidiary and shall, to the extent applicable, cause Sensitive Asset to be credited to such Securities
Accounts.


 


(d)            
Notwithstanding the complete and absolute transfer of a Sensitive Asset to a Permitted Subsidiary, the ownership interests
of the Issuer in a Permitted Subsidiary or any property distributed to the Issuer by a Permitted Subsidiary shall be treated as
a continuation of its ownership of the Sensitive Asset that was transferred to such Permitted Subsidiary (and shall be treated
as having the same characteristics as such Sensitive Asset). 






    -137- 


     


    

(e)            
If the Trustee, or any other authorized party takes any action under this Indenture to sell, liquidate or dispose of all
or substantially all of the Collateral, the Issuer (or the Collateral Manager on its behalf) shall cause each Permitted Subsidiary
to sell each Sensitive Asset and all other Collateral held by such Permitted Subsidiary and distribute the proceeds of such sale,
net of any amounts necessary to satisfy any related expenses and tax liabilities, to the Issuer in exchange for the equity interest
in such Permitted Subsidiary held by the Issuer.


 


Section 7.17     Repurchase Requests. If the Issuer, the Trustee,
the Note Administrator, the Collateral Manager, the Servicer or the Special Servicer receives any request or demand that a Collateral
Interest be repurchased or replaced arising from any Material Breach of a representation or warranty made with respect to such
Collateral Interest or any Material Document Defect (any such request or demand, a “Repurchase
Request”) or a withdrawal of a Repurchase Request from any Person other than the Servicer or Special Servicer,
then the Collateral Manager (on behalf of the Issuer), the Trustee or the Note Administrator, as applicable, shall promptly forward
such notice of such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, to the Servicer (if related to
a Performing Commercial Real Estate Loan) or Special Servicer, and include the following statement in the related correspondence:
 “This is a “[Repurchase Request]/[withdrawal of a Repurchase Request]” under Section 3.19 of the Servicing
Agreement relating to BSPRT 2021-FL6 Issuer, Ltd. and BSPRT 2021-FL6 Co-Issuer, LLC, requiring action from you as the “Repurchase
Request Recipient” thereunder.” Upon receipt of such Repurchase Request or withdrawal of a Repurchase Request by the
Collateral Manager, the Servicer or Special Servicer pursuant to the prior sentence, the Servicer or the Special Servicer, as applicable,
shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request or withdrawal of a Repurchase Request,
as the case may be, and shall be responsible for complying with the procedures set forth in Section 3.19 of the Servicing
Agreement with respect to such Repurchase Request.


 


Section 7.18     Purchase of Ramp-Up Collateral Interests. The Issuer
(or the Collateral Manager on behalf of the Issuer) shall, prior to the Ramp-Up Completion Date, use commercially reasonable efforts
to apply amounts on deposit in the Unused Proceeds Account to purchase Ramp-Up Collateral Interests in accordance with Section
10.4(d) (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this Indenture) for inclusion
in the Collateral upon receipt by the Trustee of an Issuer Order or trade confirmation executed by the Issuer (or the Collateral
Manager on behalf of the Issuer) with respect thereto directing the Trustee to pay out the amount specified therein against delivery
of the Ramp-Up Collateral Interests specified therein and a certificate of an Authorized Officer of the Issuer (or the Collateral
Manager) (which certification shall be deemed to be made upon delivery of a trade confirmation or Issuer Order), dated as of the
trade date, and delivered to the Trustee on or prior to the date of such purchase and Grant, to the effect that after giving effect
to such purchase and Grant of the Ramp-Up Collateral Interests, the Eligibility Criteria are met with respect to the Ramp-Up Collateral
Interests purchased. Any Ramp-Up Collateral Interest acquired during the Ramp-Up Acquisition Period shall satisfy the applicable
Eligibility Criteria and may be acquired so long as no Event of Default shall have occurred and be continuing.


 


Section 7.19     Ramp-Up
Completion Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be
delivered to the Trustee, Note Administrator and the Rating Agencies on the Ramp-Up Completion Date an amended Schedule A
listing all Collateral Interests granted to the Trustee pursuant to Section 7.18 on or before the Ramp-Up Completion
Date and included in the Collateral on the Ramp-Up Completion Date, which schedule shall supersede any prior Schedule A
delivered to the Trustee. 






    -138- 


     


    

(b)             Within 30 Business Days after the Ramp-Up Completion Date, the Issuer shall provide, or (at the Issuer’s expense)
cause the Collateral Manager to provide to the Rating Agencies, the Note Administrator and the Trustee, the following documents:
(A) a report of the Note Administrator (x) confirming the name of the borrower, the unpaid Principal Balance, coupon and maturity
date with respect to each Ramp-Up Collateral Interest owned by the Issuer as of the Ramp-Up Completion Date, and (y) confirming
that, as of the Ramp-Up Completion Date, the Note Protection Tests were satisfied (the “Ramp-Up
Completion Date Report”) and (B) an unqualified certificate of the Collateral Manager on behalf of the Issuer
(x) certifying as to the satisfaction of the items set forth in clause (A) above and (y) certifying that each Ramp-Up Collateral
Interest satisfied all of the Eligibility Criteria applicable to Ramp-Up Collateral Interests. If the Note Administrator delivers
a report that meets the requirements set forth in clause (A) and the Collateral Manager delivers a certificate that meets the requirements
set forth in clause (B), then a confirmation from Moody’s of the ratings assigned by Moody’s to the Notes on the Closing
Date will be deemed to have been provided. If, within such 30 Business Day period the Issuer, or the Collateral Manager on behalf
of the Issuer, (1) fails to provide the items described in foregoing clauses (A) and (B), or (2) any rating assigned by Moody’s
as of the Closing Date to any Class of Notes has been downgraded or withdrawn or DBRS Morningstar does not provide a No Downgrade
Confirmation with respect to the ratings assigned by DBRS Morningstar as of the Closing Date for any Class of Notes on or before
the later of the 30th Business Day after the Ramp-Up Completion Date and the 10th Business Day following the receipt by DBRS Morningstar
of the items described in the foregoing clauses (A) and (B), a “Rating Confirmation
Failure” shall occur; provided that Issuer Parent or an Issuer Parent Disregarded Entity may contribute
additional Cash, Eligible Investments and/or Collateral Interests to the Issuer in accordance with Section 12.2(c) of this
Agreement, for purposes of avoiding a Rating Confirmation Failure. For the avoidance of doubt, the Collateral Manager’s certificate
described in the foregoing clause (B) shall not include the Accountants’ Report.


 


Section 7.20     Servicing of Commercial Real Estate Loans and Control of Servicing
Decisions. The Commercial Real Estate Loans will be serviced by the Servicer or, with respect to Specially Serviced
Loans, the Special Servicer, in each case pursuant to the Servicing Agreement, subject to the consultation, consent and direction
rights of the Collateral Manager, as set forth in the Servicing Agreement, subject to those conditions, restrictions or termination
events expressly provided therein. Nothing in this Indenture shall be interpreted to limit in any respect the rights of the Collateral
Manager under the Servicing Agreement and none of the Issuer, Co-Issuer, Note Administrator and Trustee shall take any action under
the Indenture inconsistent with the Collateral Manager’s rights set forth under the Servicing Agreement.


 


Section 7.21     ABS
Due Diligence Services. If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party
in connection with any third-party due diligence services such party may have provided with respect to the Collateral Interests
(any such party, a “Due Diligence Service Provider”), such receiving
party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Website.
The 17g-5 Information Provider shall post on the 17g-5 Website any Form ABS Due Diligence-15E it receives directly from a Due
Diligence Service Provider or from another party to this Agreement, promptly upon receipt thereof. 






    -139- 


     


    

ARTICLE
8



SUPPLEMENTAL INDENTURES


 


Section 8.1       Supplemental Indentures Without Consent of Securityholders.
(a) Without the consent of the Holders of any Notes or any Preferred Shareholders, and without satisfaction of the Rating
Agency Condition, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, the Trustee, the Advancing
Agent and the Note Administrator, at any time and from time to time subject to the requirement provided below in this Section
8.1,
may enter into one or more indentures supplemental hereto, in form satisfactory to the parties thereto, for any of the following
purposes:


 


(i)              evidence
the succession of any Person to the Issuer or the Co-Issuer and the assumption by any such successor of the covenants of the Issuer or
the Co-Issuer, as applicable, herein and in the Notes;


 


(ii)              add
to the covenants of the Issuer, the Co-Issuer, the Note Administrator, the Advancing Agent or the Trustee for the benefit of the Holders
of the Notes or the Preferred Shares or to surrender any right or power herein conferred upon the Issuer or the Co-Issuer, as applicable;


 


(iii)             convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or add to the conditions, limitations
or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes;


 


(iv)            evidence
and provide for the acceptance of appointment hereunder of a successor Trustee or a successor Note Administrator and to add to or change
any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof;


 


(v)             correct
or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm
unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and
all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of
this Indenture;


 


(vi)             modify
the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or
the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption or exclusion from registration under
the Securities Act, the Exchange Act or the 1940 Act (including, without limitation, (A) to prevent any Class of Notes from being considered
an “ownership interest” under the Section 619 of Dodd-Frank (such statutory provision together with such implementing regulations,
the “Volcker Rule”) or (B) to prevent the Issuer or the Co-Issuer from being
considered a “covered fund” under the Volcker Rule) or to remove restrictions on resale and transfer to the extent not required
thereunder; 






    -140- 


     


    

(vii)            accommodate
the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise;


 


(viii)           take
any action commercially reasonably necessary or advisable as required for the Issuer to comply with the requirements of FATCA (or the
Cayman FATCA Legislation); or to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity
of a REIT for U.S. federal income tax purposes or from otherwise being treated as a foreign corporation engaged in a trade or business
in the United States for U.S. federal income tax purposes, or to prevent the Issuer, the Holders of the Notes, the Holders of the Preferred
Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or from otherwise being subject to U.S. federal,
state, local or foreign income or franchise tax on a net income tax basis;


 


(ix)             amend
or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes;


 


(x)              accommodate
the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear, Clearstream, Luxembourg or otherwise;


 


(xi)             authorize
the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable
in connection with the listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any
changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or
additional registrar for any Class of Notes in connection therewith;


 


(xii)            evidence
changes to applicable laws and regulations, including, without limitation, with the consent of the Sponsor and, in the case of the EU
Securitization Laws and the UK Securitization Laws, the EU/UK Retention Holder and BSPRT Holder;


 


(xiii)           to modify, eliminate or add to any of the provisions of this Indenture in the event the Credit Risk Retention Rules, the
EU Securitization Laws or the UK Securitization Laws, as applicable, or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, in order to modify or eliminate the risk retention requirements
in the event of such amendment or repeal; provided that the Trustee has received an opinion of counsel to the effect the
action is consistent with and will not cause a violation of the Credit Risk Retention Rules;


 


(xiv)           reduce
the minimum denominations required for transfer of the Notes;


 


(xv)            modify
the provisions of this Indenture with respect to reimbursement of Nonrecoverable Interest Advances if (a) the Collateral Manager
determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such
industry standard and (b) such modification does not adversely affect the status of Issuer for U.S. federal income tax purposes,
as evidenced by an Opinion of Counsel; 






    -141- 


     


    

(xvi)         
modify the procedures set forth in this Indenture relating to compliance with Rule 17g-5 of the Exchange Act; provided
that the change would not materially increase the obligations of the Collateral Manager, the Note Administrator, Trustee, any paying
agent, the Servicer or the Special Servicer (in each case, without such party’s consent) and would not adversely affect in
any material respect the interests of any Noteholder or Holder of the Preferred Shares; provided, further, that the
Collateral Manager must provide a copy of any such amendment to the 17g-5 Information Provider for posting to the Rule 17g-5
Website and provide notice of any such amendment to the Rating Agencies;


 


(xvii)        
at the direction of 100% of the holders of the Preferred Shares (including any party that shall become the beneficial owner
of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred Shares are security),
modify the provisions of this Indenture to adopt restrictions provided by tax counsel in order to prevent the Issuer from being
treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes
or otherwise become subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; and


 


(xviii)        
make any change to any other provisions with respect to matters or questions arising under this Indenture; provided
that the party requesting the supplemental indenture represents that it believes the required action will not adversely affect
in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel
or (B) an Officer’s Certificate of the Collateral Manager.


 


The Trustee shall not
enter into any such supplemental indenture unless the Trustee and the Note Administrator have received, in addition to such other
requirements under the Indenture, a No Trade or Business Opinion.


 


The Note Administrator
and Trustee are each hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Note Administrator and Trustee shall not be obligated to enter
into any such supplemental indenture which affects the Note Administrator’s or Trustee’s own rights, duties, liabilities
or immunities under this Indenture or otherwise, except to the extent required by law.


 


(b)            
Notwithstanding Section 8.1(a) or any other provision of this Indenture, without prior notice to, and without the
consent of the Holders of any Notes or any Preferred Shareholders:


 


(i)             
The Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, the Trustee, the Advancing Agent and
the Note Administrator, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee and the
Note Administrator, for any of the following purposes: 






    -142- 


     


    

(1)            
conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto);


 


(2)            
to correct any defect or ambiguity in this Indenture in order to address any manifest error, omission or mistake in any
provision of this Indenture;


 


(3)            
to conform this Indenture to any Rating Agency Test Modification; and


 


(4)            
to provide for the Notes of each Class to bear interest based on the applicable Benchmark Replacement from and after the
related Benchmark Replacement Date and/or at the direction of the Benchmark Agent, to make Benchmark Replacement Conforming Changes.


 


Section 8.2       Supplemental
Indentures with Consent of Securityholders. Except as set forth below, the Note Administrator, the Trustee, the Advancing
Agent and the Co-Issuers may enter into one or more indentures supplemental hereto to add any provisions to, or change in any
manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of any Class of
Notes or the Preferred Shares under this Indenture only (x) with the written consent of the Holders of at least a Majority
in Aggregate Outstanding Amount of the Notes of each Class materially and adversely affected thereby (excluding any Notes owned
by the Collateral Manager or any of its Affiliates) and the Holder of the Preferred Shares if materially and adversely affected
thereby, by Act of said Securityholders delivered to the Trustee, the Note Administrator, the Advancing Agent and the Co-Issuers,
and (y) subject to satisfaction of the Rating Agency Condition, notice of which may be in electronic form. The Note Administrator
shall provide (x) fifteen (15) Business Days’ notice of such change to the Holders of each Class of Notes and the Holder
of the Preferred Shares, requesting notification by such Noteholders and Holders of the Preferred Shares if any such Noteholders
or Holders of the Preferred Shares would be materially and adversely affected by the proposed supplemental indenture and (y) following
such initial fifteen (15) Business Day period, the Note Administrator shall provide an additional fifteen (15) Business Days’
notice to any holder of Notes or Preferred Shares that did not respond to the initial notice. A copy of such notification and
the proposed supplemental indenture will be posted on the Note Administrator’s Website, and the Note Administrator will
be required to include in the next Monthly Report a statement indicating such notice was posted to the Note Administrator’s
Website. Unless the Note Administrator is notified (after giving such initial fifteen (15) Business Days’ notice and a second
fifteen (15) Business Days’ notice, as applicable) by Holders of at least a Majority in Aggregate Outstanding Amount (excluding
any Notes held by the Collateral Manager or its Affiliates or by any accounts managed by them) of the Notes of any Class that
such Class of Notes or a Majority of Preferred Shareholders will be materially and adversely affected by the proposed supplemental
indenture (and upon receipt of an Officer’s Certificate of the Collateral Manager), the interests of such Class and the
interests of the Preferred Shares will be deemed not to be materially and adversely affected by such proposed supplemental indenture
and the Trustee will be permitted to enter into such supplemental indenture. Such determinations shall be conclusive and binding
on all present and future Noteholders. The consent of the Holders of the Preferred Shares shall be binding on all present and
future Holders of the Preferred Shares. 






    -143- 


     


    

Without the consent of
(x) all of the Holders of each Outstanding Class of Notes materially adversely affected and (y) all of the Holders of
the Preferred Shares materially adversely affected thereby, no supplemental indenture may:


 


(a)              change the Stated Maturity Date of the principal of or the due date of any installment of interest on any Note, reduce the
principal amount thereof or the Note Interest Rate thereon or the Redemption Price with respect to any Note, change the date of
any scheduled distribution on the Preferred Shares, or the Redemption Price with respect thereto, change the earliest date on which
any Note may be redeemed at the option of the Issuer, change the provisions of this Indenture that apply proceeds of any Collateral
to the payment of principal of or interest on Notes or of distributions to the Preferred Share Paying Agent for the payment of
distributions in respect of the Preferred Shares or change any place where, or the coin or currency in which, any Note or the principal
thereof or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity Date thereof (or, in the case of redemption, on or after the applicable Redemption Date);


 


(b)              reduce
the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class or the Notional Amount of Preferred Shares whose
Holders’ consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain
provisions of this Indenture or certain Defaults hereunder or their consequences provided for in this Indenture;


 


(c)              impair or adversely affect the Collateral except as otherwise permitted in this Indenture;


 


(d)              permit
the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or
terminate such lien on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien
of this Indenture;


 


(e)              reduce
the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class whose Holders’ consent is required to request
the Trustee to preserve the Collateral or rescind any election to preserve the Collateral pursuant to Section 5.5 or to sell or
liquidate the Collateral pursuant to Section 5.4 or 5.5 hereof;


 


(f)              modify
any of the provisions of this Section 8.2, except to increase any percentage of Outstanding Notes whose holders’ consent
is required for any such action or to provide that other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Note affected thereby;


 


(g)              modify
the definition of the term “Outstanding” or the provisions of Section 11.1(a) or 13.1 hereof;


 


(h)              modify
any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest on or
principal of any Note on any Payment Date or of distributions to the Preferred Share Paying Agent for the payment of distributions in
respect of the Preferred Shares on any Payment Date (or any other date) or to affect the rights of the Holders of Securities to the benefit
of any provisions for the redemption of such Securities contained herein; 






    -144- 


     


    

(i)              reduce
the permitted minimum denominations of the Notes below the minimum denomination necessary to maintain an exemption from the registration
requirements of the Securities Act or the 1940 Act; or


 


(j)              modify
any provisions regarding non- recourse or non-petition covenants with respect to the Issuer and the Co-Issuer.


 


The Trustee and Note
Administrator shall be entitled to rely upon an Officer’s Certificate of the Issuer (or the Collateral Manager on its behalf)
in determining whether or not the Holders of Securities would be materially or adversely affected by such change (after giving
notice of such change to the Holders of Securities). Such determination shall be conclusive and binding on all present and future
Holders of Securities. Neither the Trustee nor the Note Administrator shall be liable for any such determination made in good faith.


 


Section 8.3       Execution of Supplemental Indentures. In executing
or accepting (i) the additional trusts created by any supplemental indenture permitted by this ARTICLE 8 or the modifications
thereby of the trusts created by this Indenture or (ii) any amendment to the Servicing Agreement, the Note Administrator and Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture or amendment is authorized or permitted by this Indenture and, if applicable, the Servicing Agreement,
and that all conditions precedent thereto have been satisfied (which Opinion of Counsel may rely upon an Officer’s Certificate
as to whether or not the Securityholder would be materially and adversely affected by such supplemental indenture or amendment).
The Note Administrator and Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment
which affects its own rights, duties or immunities under this Indenture or otherwise.


 


The Servicer and Special
Servicer will be bound to follow any amendment or supplement to this Indenture of which it has received written notice at least
ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however, that
with respect to any amendment or supplement to this Indenture which may, in the judgment of the Servicer or Special Servicer adversely
affect the Servicer or Special Servicer, the Servicer or Special Servicer, as applicable, shall not be bound (and the Issuer agrees
that it will not permit any such amendment to become effective) unless the Servicer or Special Servicer, as applicable, gives written
consent to the Note Administrator, the Trustee and the Issuer to such amendment. The Issuer, the Trustee and the Note Administrator
shall give written notice to the Servicer and Special Servicer of any amendment made to this Indenture pursuant to its terms. In
addition, the Servicer or Special Servicer’s written consent shall be required prior to any amendment to this Indenture by
which it is adversely affected.


 


The Collateral Manager
will be bound to follow any amendment or supplement to this Indenture of which it has received written notice at least ten (10)
Business Days prior to the execution and delivery of such amendment or supplement; provided, however, that with
respect to any amendment or supplement to this Indenture which may, in the judgment of the Collateral Manager adversely affect
the Collateral Manager, the Collateral Manager, as applicable, shall not be bound (and the Issuer agrees that it will not permit
any such amendment to become effective) unless the Collateral Manager, as applicable, gives written consent to the Note Administrator,
the Trustee and the Issuer to such amendment. The Issuer, the Trustee and the Note Administrator shall give written notice to
the Collateral Manager of any amendment made to this Indenture pursuant to its terms. In addition, the Collateral Manager’s
written consent shall be required prior to any amendment to this Indenture by which it is adversely affected. 






    -145- 


     


    

At the cost of the Issuer,
the Note Administrator shall provide to each Noteholder, each holder of Preferred Shares and, for so long as any Class of Notes
shall remain Outstanding and is rated, the Note Administrator shall provide to the 17g-5 Information Provider and the Rating Agencies
a copy of any proposed supplemental indenture at least fifteen (15) Business Days prior to the execution thereof by the Note Administrator,
and following execution shall provide to the 17g-5 Information Provider and the Rating Agencies a copy of the executed supplemental
indenture.


 


The Trustee shall not
enter into any such supplemental indenture (i) if such action would adversely affect the tax treatment of the Holders of the
Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to
any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain
U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent, and (ii) unless the Trustee
and the Note Administrator has received a No Entity-Level Tax Opinion from Cadwalader, Wickersham & Taft LLP or other nationally
recognized U.S. tax counsel experienced in such matters. The Trustee and the Note Administrator shall be entitled to rely upon
(i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating
Agency Condition has been satisfied and (ii) receipt of an Opinion of Counsel forwarded to the Trustee and Note Administrator
certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares,
that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination
shall be conclusive and binding on all present and future Holders of Securities. Neither the Trustee nor the Note Administrator
shall be liable for any such determination made in good faith and in reliance upon such Opinion of Counsel, as the case may be.


 


It shall not be necessary
for any Act of Securityholders under this Section 8.3 to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.


 


Promptly after the execution
by the Issuer, the Co-Issuer, the Note Administrator and the Trustee of any supplemental indenture pursuant to this Section
8.3, the Note Administrator, at the expense of the Issuer, shall mail to the Securityholders, the Preferred Share Paying Agent,
the Servicer, the Special Servicer and, so long as the Notes are Outstanding and so rated, the Rating Agencies a copy thereof
based on an outstanding rating. Any failure of the Trustee and the Note Administrator to publish or mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 






    -146- 


     


    

Section 8.4       Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article 8, this Indenture shall be modified in accordance therewith, such
supplemental indenture shall form a part of this Indenture for all purposes and every Holder of Notes theretofore and thereafter
authenticated and delivered hereunder, and every Holder of Preferred Shares, shall be bound thereby.


 


Section 8.5       Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 8 may, and if
required by the Note Administrator shall, bear a notice in form approved by the Note Administrator as to any matter provided for
in such supplemental indenture. If the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect
to the Class F Notes, the Class G Notes and the Class H Notes, shall so determine, new Notes, so modified as to conform in the
opinion of the Note Administrator and the Issuer and the Co-Issuer to any such supplemental indenture, may be prepared and executed
by the Issuer and the Co-Issuer and authenticated and delivered by the Note Administrator in exchange for Outstanding Notes. Notwithstanding
the foregoing, any Note authenticated and delivered hereunder shall be subject to the terms and provisions of this Indenture, and
any supplemental indenture.


 


ARTICLE
9



REDEMPTION OF SECURITIES; REDEMPTION PROCEDURES


 


Section 9.1       Clean-up Call; Tax Redemption; Optional Redemption; and Auction
Call Redemption. (a)  The Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole
but not in part, at the option of and upon written notice by the Collateral Manager (which shall be delivered in accordance with
Section 9.3(a)), on any Payment Date on or after the Payment Date on which the Aggregate Outstanding Amount of the Offered
Notes has been reduced to 10% or less of the Aggregate Outstanding Amount of the Offered Notes on the Closing Date at a price equal
to their applicable Redemption Prices (such redemption, a “Clean-up Call”);
provided that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price.


 


(b)            
The Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the option of
and upon written notice by a Majority of Preferred Shareholders (which shall be delivered in accordance with Section 9.3(a)),
on any Payment Date following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to their
applicable Redemption Prices (such redemption, a “Tax Redemption”);
provided that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


(c)            
The Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at option of and
upon written notice by a Majority of the Preferred Shareholders (which shall be delivered in accordance with Section 9.3(a)),
on any Payment Date after the end of the Non-call Period at a price equal to their applicable Redemption Prices (such redemption,
an “Optional Redemption”); provided, however, that the
funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding
anything herein to the contrary, the Issuer shall not sell any Collateral Interest to any Affiliate other than BSPRT Holder in
connection with an Optional Redemption. 






    -147- 


     


    

(d)            
The Notes and the Preferred Shares shall be redeemable by the Issuer and Co-Issuer, as applicable, in whole but not in part,
at a price equal to their applicable Redemption Prices, on any Payment Date occurring in January, April, July or October in each
year, beginning on the Payment Date occurring in March 2029, upon the occurrence of a Successful Auction and pursuant to the procedures
set forth in the Servicing Agreement (such redemption, an “Auction Call Redemption”).


 


(e)            
In connection with any redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c), if the holder of the
Preferred Shares and/or one or more affiliates thereof own any Notes, such holder(s) may elect to include such Notes as part of
the consideration for such redemption and the Total Redemption Price shall be reduced by the outstanding principal balance of such
Notes (plus the interest accrued thereon). If such holder(s) own less than 100% of the Notes of any such Class, the Note Administrator
shall cooperate with such holder(s) in order to effect such redemption (including, if necessary, converting such Notes into definitive
form).


 


(f)            
A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless at least three (3) Business
Days prior to the scheduled Redemption Date, the Collateral Manager certifies to the Trustee and the Note Administrator that:


 


(i)         
the Collateral Manager, on behalf of the Issuer, has entered into a binding commitment or agreement (which may be an agreement
with an affiliate of the Collateral Manager or an entity manager by the Collateral Manager) to sell (directly, by participation
or other arrangement) all or part of the Collateral not later than the Business Day immediately preceding the scheduled Redemption
Date or BSPRT (or an Affiliate or agent thereof) has priced but not yet closed another securitization transaction;


 


(ii)            
the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds
from the sale of the Collateral Interests, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts
in the Accounts and available Cash), will be an aggregate amount sufficient to pay the Total Redemption Price; and


 


(iii)           
all of the other conditions for such redemption, as applicable, have been satisfied.


 


(g)            
In connection with an Optional Redemption, a Clean-Up Call, an Auction Call Redemption or a Tax Redemption, the Collateral
Manager, on behalf of the Issuer, and acting pursuant to the Collateral Management Agreement, may at any time direct the Trustee
in writing by Issuer Order to sell, and the Trustee shall sell in the manner directed by the Collateral Manager, any Collateral
Interest without regard to any of the limitations in Section 12.1(a). Upon any such sale, the Trustee shall release any
such Collateral Interest pursuant to Section 10.12.


 


Section 9.2       Record
Date for Redemption. In connection with a Clean-up Call pursuant to Section 9.1(a), a Tax Redemption pursuant
to Section 9.1(b), an Optional Redemption pursuant to Section 9.1(c), or an Auction Call Redemption pursuant to
Section 9.1(d), the Note Administrator shall set the applicable Record Date ten (10) Business Days prior to the proposed
Redemption Date. 






    -148- 


     


    

Section 9.3       Notice of Redemption or Maturity. (a)  Notice
of redemption (or a withdrawal thereof) or Clean-up Call pursuant to Section 9.1 or the Maturity of any Notes shall be
given by first class mail, postage prepaid, mailed not less than ten (10) Business Days (or one (1) Business Day (or promptly thereafter
upon receipt of written notice, if later) where the notice of an Optional Redemption, a Clean-up Call or a Tax Redemption is withdrawn
pursuant to Section 9.3(c)) prior to the applicable Redemption Date or Maturity, to the Trustee, the Servicer, the Special
Servicer, the Preferred Share Paying Agent, the Rating Agencies, and each Holder of Securities to be redeemed, at its address in
the Notes Register.


 


All notices of redemption
shall state:


 


(i)            
  the applicable Redemption Date;


 


(ii)            
the applicable Redemption Price;


 


(iii)            that all the Notes are being paid in full and that interest on the Notes shall cease to accrue on the Redemption Date specified
in the notice; and


 


(iv)            the place or places where any Notes held as Definitive Notes to be redeemed in whole are to be surrendered for payment of
the Redemption Price which shall be the office or agency of the Paying Agent as provided in Section 7.2.


 


(b)             Notice of redemption shall be given by the Issuer and Co-Issuer, or at their request, by the Note Administrator in their
names, and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note
shall not impair or affect the validity of the redemption of any other Notes.


 


(c)            
Any such notice of an Optional Redemption, Clean-up Call or Tax Redemption may be withdrawn by the Issuer and the Co-Issuer
at the direction of the Collateral Manager up to the Business Day prior to the scheduled Redemption Date by written notice to the
Note Administrator, the Trustee, the Preferred Share Paying Agent, the Servicer, the Special Servicer and each Holder of Notes
to be redeemed, and the Collateral Manager. The failure of any Optional Redemption, Clean-up Call or Tax Redemption that is withdrawn
in accordance with this Indenture shall not constitute an Event of Default.


 


(d)            
The Redemption Price shall be determined no earlier than sixty (60) days prior to the proposed Redemption Date.


 


Section 9.4      Notes
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after the Redemption Date
(unless the Issuer shall Default in the payment of the Redemption Price and accrued interest thereon) the Notes shall cease to
bear interest on the Redemption Date. Upon final payment on a Note to be redeemed, the Holder shall present and surrender such
Note at the place specified in the notice of redemption on or prior to such Redemption Date; provided, however,
that if there is delivered to the Issuer, the Co-Issuer, the Note Administrator and the Trustee such security or indemnity as
may be required by them to hold each of them harmless and an undertaking thereafter to surrender such Note, then, in the absence
of notice to the Issuer, the Note Administrator and the Trustee that the applicable Note has been acquired by a bona fide
purchaser, such final payment shall be made without presentation or surrender. Payments of interest on Notes of a Class to be
so redeemed whose Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more
predecessor Notes, registered as such at the close of business on the relevant Record Date according to the terms and provisions
of Section 2.7(g). 






    -149- 


     


    

If any Note called for
redemption shall not be paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from
the Redemption Date at the applicable Note Interest Rate for each successive Interest Accrual Period the Note remains Outstanding.


 


Section 9.5       Mandatory Redemption. On any Payment Date on which
the Note Protection Tests are not satisfied as of any Determination Date, the Offered Notes shall be redeemed (a “Mandatory
Redemption”), from Interest Proceeds as set forth in Section 11.1(a)(i)(14) and, to the extent necessary
after application of Interest Proceeds, Principal Proceeds pursuant to Section 11.1(a)(ii)(1), in an amount necessary, and
only to the extent necessary, for the Note Protection Tests to be satisfied or if sooner, until the Offered Notes have been paid
in full. On or promptly after such Mandatory Redemption, the Issuer shall certify or cause to be certified to the Rating Agencies
and the Note Administrator whether the Note Protection Tests have been satisfied.


 


ARTICLE
10



ACCOUNTS, ACCOUNTINGS AND RELEASES


 


Section 10.1     Collection of Amounts; Custodial Account. (a) Except
as otherwise expressly provided herein, the Note Administrator may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other intermediary, all amounts and other property payable
to or receivable by the Note Administrator pursuant to this Indenture, including all payments due on the Collateral in accordance
with the terms and conditions of such Collateral. The Note Administrator shall segregate and hold all such amounts and property
received by it in an Eligible Account in trust for the Secured Parties, and shall apply such amounts as provided in this Indenture.
Any Indenture Account may include any number of subaccounts deemed necessary or appropriate by the Trustee for convenience in administering
such account.


 


(b)             The Note Administrator shall credit all Commercial Real Estate Loans and Eligible Investments to an Eligible Account in
the name of the Issuer for the benefit of the Secured Parties designated as the “Custodial
Account.”


 


Section 10.2      Reinvestment
Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish a single, segregated trust
account which shall be designated as the “Reinvestment Account,” which
shall be held in trust in the name of the Note Administrator for the benefit of the Secured Parties and over which the Note Administrator
shall have exclusive control and the sole right of withdrawal; provided, however, that the Note Administrator shall
only withdraw such amounts as directed by the Issuer or the Collateral Manager on behalf of the Issuer. All amounts credited to
the Reinvestment Account pursuant to Section 11.1(a)(ii) of this Indenture or otherwise shall be held by the Note Administrator
as part of the Collateral and shall be applied to the purposes herein provided. 






    -150- 


     


    

(b)            
The Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Reinvestment
Account or any funds on deposit therein, or otherwise to the credit of the Reinvestment Account, becomes subject to any writ, order,
judgment, warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest
in the Reinvestment Account other than in accordance with the Priority of Payments. The Reinvestment Account shall remain at all
times an Eligible Account.


 


(c)            
The Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note
Administrator shall, invest all funds in the Reinvestment Account in Eligible Investments designated by the Collateral Manager.
All interest and other income from such investments shall be deposited in the Reinvestment Account, any gain realized from such
investments shall be credited to the Reinvestment Account, and any loss resulting from such investments shall be charged to the
Reinvestment Account. The Note Administrator shall not in any way be held liable (except as a result of negligence, willful misconduct
or bad faith) by reason of any insufficiency of such Reinvestment Account resulting from any loss relating to any such investment,
except with respect to investments in obligations of the Note Administrator or any Affiliate thereof. If the Note Administrator
does not receive written investment instructions from an Authorized Officer of the Collateral Manager, funds in the Reinvestment
Account shall be held uninvested.


 


(d)            
Amounts in the Reinvestment Account shall remain in the Reinvestment Account (or invested in Eligible Investments) until
the earlier of (i) the time the Collateral Manager instructs the Note Administrator in writing to transfer any such amounts
(or related Eligible Investments) to the Payment Account, (ii) the time the Collateral Manager notifies the Note Administrator
in writing that such amounts (or related Eligible Investments) are to be applied to the acquisition of Reinvestment Collateral
Interests or Replenishment Collateral Interests in accordance with Section 12.2(a) and (iii) the later of (x) the
first Business Day after the last day of the Replenishment Period and (y) if after the last day of the Replenishment Period,
the last settlement date within 60 days of the last day of the Replenishment Period with respect to the last Replenishment
Collateral Interest that the Issuer has entered into an irrevocable commitment to purchase. Upon receipt of notice pursuant to
clause (i) above and on the date described in clause (iii) above, the Note Administrator shall transfer the applicable
amounts (or related Eligible Investments) to the Payment Account, in each case for application on the next Payment Date pursuant
to Section 11.1(a)(ii) as Principal Proceeds.


 


(e)            
During the Reinvestment Period (and up to 60 days thereafter to the extent necessary to acquire Reinvestment Collateral
Interests pursuant to binding commitments entered into during the Reinvestment Period using Principal Proceeds received during
or after the Reinvestment Period) or the Replenishment Period, the Collateral Manager on behalf of the Issuer may by notice to
the Note Administrator direct the Note Administrator to, and upon receipt of such notice the Note Administrator shall, reinvest
amounts (and related Eligible Investments) credited to the Reinvestment Account in Commercial Real Estate Loans and Participations
selected by the Collateral Manager as permitted under and in accordance with the requirements of Article 12 and such
notice. The Note Administrator shall be entitled to conclusively rely on such notice and shall not be required to make any determination
as to whether any loans or participations satisfy the Eligibility Criteria or the Reinvestment Criteria. 






    -151- 


     


    

(f)            
During the Reinvestment Period and the Replenishment Period, upon certification by the Collateral Manager to the Servicer
and the Note Administrator that (i) the Note Protection Tests were satisfied as of the immediately preceding Payment Date and (ii)
the Collateral Manager reasonably expects the Note Protection Tests to be satisfied on the immediately succeeding Payment Date,
the Collateral Manager may direct the Note Administrator to deposit into the Reinvestment Account any Unscheduled Principal Proceeds
remitted by the Servicer to the Note Administrator prior to the Remittance Date (as permitted under Section 3.03(b) of the Servicing
Agreement) for the acquisition of Reinvestment Collateral Interests or Replenishment Collateral Interest, as applicable.


 


Section 10.3     Payment Account. (a) The Note Administrator
shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as the “Payment
Account,” which shall be held in trust in the name of the Note Administrator for the benefit of the Secured Parties
and over which the Note Administrator shall have exclusive control and the sole right of withdrawal. All funds received by the
Note Administrator from the Servicer on each Remittance Date shall be credited to the Payment Account. Any and all funds at any
time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Note Administrator, on behalf
of the Trustee for the benefit of the Secured Parties. Except as provided in Sections 11.1 and 11.2, the only
permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be (i) to
pay the interest on and the principal of the Notes and make other payments in respect of the Notes in accordance with their terms
and the provisions of this Indenture, (ii) to deposit into the Preferred Share Distribution Account for distributions to the
Preferred Shareholders, (iii) upon Issuer Order, to pay other amounts specified therein, and (iv) otherwise to pay amounts
payable pursuant to and in accordance with the terms of this Indenture, each in accordance with the Priority of Payments.


 


(b)            
The Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Payment
Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, becomes subject to any writ, order,
judgment, warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest
in the Payment Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times an
Eligible Account.


 


Section 10.4     Unused
Proceeds Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish a single, segregated
trust account which shall be designated as the “Unused Proceeds Account”
which shall be held in trust in the name of the Note Administrator for the benefit of the Secured Parties, into which the amount
specified in Section 3.2(f) shall be deposited. All amounts credited from time to time to the Unused Proceeds Account pursuant
to this Indenture shall be held by the Note Administrator as part of the Collateral and shall be applied to the purposes herein
provided. 






    -152- 


     


    

(b)            
The Note Administrator agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or
any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes subject to any writ, order, judgment,
warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Note Administrator
or a financial institution having a long-term debt rating of at least “Aa3” by Moody’s or a short-term debt rating
of at least “P-1” by Moody’s.


 


(c)            
Amounts remaining in the Unused Proceeds Account at the end of the Ramp-Up Acquisition Period will be transferred to the
Payment Account and applied as Principal Proceeds on the first Payment Date after the Ramp-Up Completion Date in accordance with
the Priority of Payments.


 


(d)            
During the Ramp-Up Acquisition Period, the Issuer (or the Collateral Manager on behalf of the Issuer) may by Issuer Order
or trade confirmation direct the Note Administrator to, and upon receipt of such Issuer Order or trade confirmation the Note Administrator
shall, apply amounts on deposit in the Unused Proceeds Account to acquire Ramp-Up Collateral Interests selected by the Collateral
Manager as permitted under and in accordance with the requirements of Section 7.18 and such Issuer Order or trade confirmation.


 


(e)            
To the extent not applied pursuant to Section 7.18, the Collateral Manager, on behalf of the Issuer, may direct the
Note Administrator to, and upon such direction the Note Administrator shall, invest all funds in the Unused Proceeds Account in
Eligible Investments designated by the Collateral Manager. All interest and other income from such investments shall be deposited
in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any
loss resulting from such investments shall be charged to the Unused Proceeds Account. The Note Administrator shall not in any way
be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused
Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in obligations of
the Note Administrator or any Affiliate thereof. If the Note Administrator does not receive investment instructions from an Authorized
Officer of the Collateral Manager, funds received in the Unused Proceeds Account shall be held uninvested.


 


Section 10.5     Expense
Reserve Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish a single, segregated
trust account which shall be designated as the “Expense Reserve Account,”
which shall be held in trust in the name of the Note Administrator for the benefit of the Secured Parties and over which the Note
Administrator shall have exclusive control and the sole right of withdrawal. The only permitted withdrawal from or application
of funds on deposit in, or otherwise standing to the credit of, the Expense Reserve Account shall be to pay (on any day other
than a Payment Date), accrued and unpaid Company Administrative Expenses (other than accrued and unpaid expenses and indemnities
payable to the Collateral Manager under the Collateral Management Agreement); provided that the Note Administrator shall
be entitled (but not required) without liability on its part, to refrain from making any such payment of a Company Administrative
Expense on any day other than a Payment Date if, in its reasonable determination, taking into account the Priority of Payments,
the payment of such amounts is likely to leave insufficient funds available to pay in full each of the items payable prior thereto
in the Priority of Payments on the next succeeding Payment Date. Amounts credited to the Expense Reserve Account may be applied
on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the offering of the
Notes. On or after the first Payment Date, any amount remaining in the Expense Reserve Account may, at the election of the Collateral
Manager, be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets have been
sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Collateral Manager shall direct
the Note Administrator to, and upon receipt of such Issuer Order, the Note Administrator shall, transfer all amounts on deposit
in the Expense Reserve Account to the Payment Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds. 






    -153- 


     


    

(b)            
On each Payment Date, the Collateral Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on
such Payment Date) after application of amounts payable pursuant to clauses (1) through (22) of Section 11.1(a)(i)
for deposit into the Expense Reserve Account.


 


(c)            
The Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Expense
Reserve Account or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, becomes subject to
any writ, order, judgment, warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial
interest in the Expense Reserve Account other than in accordance with the Priority of Payments. The Expense Reserve Account shall
remain at all times an Eligible Account.


 


(d)         
The Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note
Administrator shall, invest all funds in the Expense Reserve Account in Eligible Investments designated by the Collateral Manager.
All interest and other income from such investments shall be deposited in the Expense Reserve Account, any gain realized from such
investments shall be credited to the Expense Reserve Account, and any loss resulting from such investments shall be charged to
the Expense Reserve Account. The Note Administrator shall not in any way be held liable (except as a result of negligence, willful
misconduct or bad faith) by reason of any insufficiency of such Expense Reserve Account resulting from any loss relating to any
such investment, except with respect to investments in obligations of the Note Administrator or any Affiliate thereof. If the Note
Administrator does not receive written investment instructions from an Authorized Officer of the Collateral Manager, funds in the
Expense Reserve Account shall be held uninvested.


 


Section 10.6     [Reserved]


 


Section 10.7    Interest
Advances. (a) With respect to each Payment Date for which the sum of Interest Proceeds and, if applicable, Principal
Proceeds, collected during the related Due Period and remitted to the Note Administrator that are available to pay interest on
the Offered Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and payable with respect
to the Offered Notes on such Payment Date as a result of interest shortfalls on the Collateral Interests (or the application of
interest received on the Collateral Interests to pay certain expenses in accordance with the terms of the Servicing Agreement)
(the amount of such insufficiency, an “Interest Shortfall”), the Note
Administrator shall provide the Advancing Agent with email notice of such Interest Shortfall no later than the close of business
on the second (2nd) Business Day preceding such Payment Date, at the following addresses: Crefinance@provequity.com, or such other
email address as provided by the Advancing Agent to the Note Administrator. The Note Administrator shall provide the Advancing
Agent with additional email notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest
remittances received by the Note Administrator after delivery of such initial notice that reduces such Interest Shortfall. No
later than 10:00 a.m. (New York time) on the Business Day preceding the related Payment Date, the Advancing Agent shall advance
the difference between such amounts (each such advance, an “Interest Advance”)
by deposit of an amount equal to such Interest Advance in the Payment Account, subject to a determination of recoverability by
the Advancing Agent as described in Section 10.7(b), and subject to a maximum limit in respect of any Payment Date equal
to the lesser of (i) the aggregate of such Interest Shortfalls that would otherwise occur on the Offered Notes on such Payment
Date and (ii) the aggregate of the interest payments not received in respect of Collateral Interests with respect to such
Payment Date (including, for such purpose, interest payments received on the Collateral Interests but applied to pay certain expenses
in accordance with the terms of the Servicing Agreement). 






    -154- 


     


    

Notwithstanding the foregoing,
in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Collateral Interest to the
extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the Aggregate Outstanding Amount
of the Offered Notes. In addition, in no event will the Advancing Agent or Backup Advancing Agent be required to advance any payments
in respect of principal of any Collateral Interest. Any Interest Advance made by the Advancing Agent with respect to a Payment
Date that is in excess of the actual Interest Shortfall for such Payment Date shall be refunded to the Advancing Agent by the Note
Administrator on the related Payment Date (or, if such Interest Advance is made prior to final determination by the Note Administrator
of such Interest Shortfall, on the Business Day of such final determination).


 


The Advancing Agent
shall provide the Note Administrator written notice of a determination by the Advancing Agent that a proposed Interest Advance
would constitute a Nonrecoverable Interest Advance no later than 10:00 a.m. (New York time) on the Business Day preceding
the related Payment Date. If the Advancing Agent shall fail to make any required Interest Advance by 10:00 a.m. (New York
time) on the Business Day preceding the Payment Date upon which distributions are to be made pursuant to Section 11.1(a)(i),
the Collateral Manager shall remove the Advancing Agent in its capacity as advancing agent hereunder as required under Section
17.5(d) and the Backup Advancing Agent shall be required to make such Interest Advance no later than 11:00 a.m. (New
York time) on the Business Day preceding the Payment Date, subject to a determination of recoverability by the Backup Advancing
Agent as described in Section 10.7(b). Based upon available information at the time, the Backup Advancing Agent or the
Advancing Agent or the Collateral Manager, as applicable, will provide fifteen (15) days prior notice to the Rating Agencies if
recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall on the next succeeding Payment Date. No later
than the close of business on the Determination Date related to a Payment Date on which the recovery of a Nonrecoverable Interest
Advance would result in an Interest Shortfall, the Special Servicer will provide the Rating Agencies notice of such recovery. 






    -155- 


     


    

(b)            
Notwithstanding anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable,
shall be required to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that
such Interest Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement
Rate, will not be a Nonrecoverable Interest Advance. In determining whether any proposed Interest Advance will be, or whether any
Interest Advance previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable,
will take into account:


 


(i)             
amounts that may be realized on each Mortgaged Property in its “as is” or then-current condition and occupancy;


 


(ii)          
the potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with
respect to such reimbursement; and


 


(iii)           
the possibility and effects of future adverse changes with respect to the Mortgaged Properties, and


 


(iv)          
the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Notes.


 


For purposes of any such
determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance
will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future
Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest
thereon at the Reimbursement Rate within a reasonable period of time. The Backup Advancing Agent will be entitled to conclusively
rely on any affirmative determination by the Advancing Agent that an Interest Advance would have been a Nonrecoverable Interest
Advance. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability
of any Interest Advance shall be conclusive and binding on the Holders of the Offered Notes.


 


(c)            
Each of the Advancing Agent and the Backup Advancing Agent may recover any previously unreimbursed Interest Advance made
by it (including any Nonrecoverable Interest Advance), together with interest thereon, first, from Interest Proceeds and
second (to the extent that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to
the extent that such reimbursement would not trigger an additional Interest Shortfall; provided that if at any time an
Interest Advance is determined to be a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall
be entitled to recover all outstanding Interest Advances from the Collection Account pursuant to the Servicing Agreement on any
Business Day during any Interest Accrual Period prior to the related Determination Date. The Advancing Agent shall be permitted
(but not obligated) to defer or otherwise structure the timing of recoveries of Nonrecoverable Interest Advances in such manner
as the Advancing Agent determines is in the best interest of the Holders of the Notes, as a collective whole, which may include
being reimbursed for Nonrecoverable Interest Advances in installments. 






    -156- 


     


    

(d)            
The Advancing Agent and the Backup Advancing Agent will each be entitled with respect to any Interest Advance made by it
(including Nonrecoverable Interest Advances) to interest accrued on the amount of such Interest Advance for so long as it is outstanding
at the Reimbursement Rate.


 


(e)          
The obligations of the Advancing Agent and the Backup Advancing Agent to make Interest Advances in respect of the Collateral
Interests will continue through the Stated Maturity Date, unless the Notes are previously redeemed or repaid in full.


 


(f)             
In no event will the Advancing Agent, in its capacity as such hereunder, or the Note Administrator, in its capacity as Backup
Advancing Agent hereunder, be required to advance any amounts in respect of payments of principal of any Collateral Interest.


 


(g)            
In consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the
times set forth herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent
Fee. For so long as BSPRT Operating Partnership (or any of its Affiliates) (i) is the Advancing Agent and (ii) any of
its affiliates owns the Preferred Shares, BSPRT Operating Partnership hereby agrees, on behalf of itself and its affiliates, to
waive its rights to receive the Advancing Agent Fee and any Reimbursement Interest. If the Advancing Agent fails to make an Interest
Advance required by this Indenture with respect to a Payment Date, (x) the Advancing Agent shall be in default of its obligations
under this Indenture, (y) the Backup Advancing Agent shall be required to make such Interest Advance and shall be entitled to receive,
in consideration thereof, the Advancing Agent Fee in accordance with the Priority of Payments and (z) the Trustee may and, at the
direct of a majority of the Controlling Class, will be required to, terminate the Advancing Agent and use commercially reasonable
efforts for up to 90 days following such termination to replace the Advancing Agent with a successor advancing agent that satisfies
the requirements set forth in this Indenture. If the Advancing Agent is terminated for failing to make an Interest Advance hereunder
(as provided in Section 17.5(d)) (or for failing to make a Servicing Advance under the Servicing Agreement) that the Advancing
Agent did not determine to be nonrecoverable, any applicable subsequent successor advancing agent will be entitled to receive the
Advancing Agent Fee (plus Reimbursement Interest on any Interest Advance made by the applicable subsequent successor advancing
agent).


 


(h)            
The determination by the Advancing Agent or the Backup Advancing Agent (in its capacity as successor Advancing Agent), as
applicable, (i) that it has made a Nonrecoverable Interest Advance (together with Reimbursement Interest thereon) or (ii) that
any proposed Interest Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s
Certificate delivered promptly to the Trustee, the Note Administrator, the Issuer and the Rating Agencies, setting forth the basis
for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the
validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance.


 


Section 10.8    Reports
by Parties. The Note Administrator shall supply, in a timely fashion, to the Issuer, the Trustee, the Special Servicer
and the Collateral Manager any information regularly maintained by the Note Administrator that the Issuer, the Trustee, the Special
Servicer, the Servicer or the Collateral Manager may from time to time request in writing with respect to the Collateral or the
Indenture Accounts and provide any other information reasonably available to the Note Administrator by reason of its acting as
Note Administrator hereunder and required to be provided by Section 10.9 or to permit the Collateral Manager to perform
its obligations under the Collateral Management Agreement. The Note Administrator shall forward to the Collateral Manager copies
of notices and other writings received by it from the borrower with respect to any Collateral Interest advising the holders of
such Collateral Interest of any rights that the holders might have with respect thereto as well as all periodic financial reports
received from such borrower with respect to such borrower. Each of the Issuer, the Servicer, and the Special Servicer shall promptly
forward to the Collateral Manager, the Trustee and the Note Administrator any information in their possession or reasonably available
to them concerning any of the Collateral that the Trustee or the Note Administrator reasonably may request or that reasonably
may be necessary to enable the Note Administrator to prepare any report or to enable the Trustee or the Note Administrator to
perform any duty or function on its part to be performed under the terms of this Indenture. 






    -157- 


     


    

Section 10.9     Reports; Accountings. (a) Based on the CREFC®
Loan Periodic Update File prepared by the Servicer and delivered by the Servicer to the Note Administrator no later than 2:00 p.m.
(Eastern Time) on the 2nd Business Day prior to each Payment Date, the Note Administrator shall prepare and make available on its
website initially located at https://pivot.usbank.com (or, upon written request from registered Holders of the Notes or from those
parties that cannot receive such statement electronically, provide by first class mail), on each Payment Date to Privileged Persons,
a report substantially in the form of Exhibit Q hereto (the “Monthly Report”),
setting forth the following information:


 


(i)              the
amount of the distribution of principal and interest on such Payment Date to the Noteholders and any reduction of the Aggregate Outstanding
Amount of the Notes;


 


(ii)              the aggregate amount of compensation paid to the Note Administrator, the Trustee and servicing compensation paid to the
Servicer during the related Due Period;


 


(iii)             the Aggregate Outstanding Portfolio Balance outstanding immediately before and immediately after the Payment Date;


 


(iv)             the
number, Aggregate Outstanding Portfolio Balance, weighted average remaining term to maturity and weighted average interest rate of the
Collateral Interests as of the end of the related Due Period;


 


(v)             the number and aggregate principal balance of Collateral Interests that are (A) delinquent 30-59 days, (B) delinquent
60-89 days, (C) delinquent 90 days or more and (D) current but Specially Serviced Loans or in foreclosure but
not an REO Property;


 


(vi)            the
value of any REO Property owned by the Issuer or any Permitted Subsidiary as of the end of the related Due Period, on an individual Collateral
Interest basis, based on the most recent appraisal or valuation;


 


(vii)            the
amount of Interest Proceeds and Principal Proceeds received in the related Due Period; 






    -158- 


     


    

(viii)           the amount of any Interest Advances made by the Advancing Agent or the Backup Advancing Agent, as applicable;


 


(ix)              the
payments due pursuant to the Priority of Payments with respect to each clause thereof;


 


(x)               the number and related principal balances of any Collateral Interests that have been (or are related to Mortgage Loans that
have been) extended or modified during the related Due Period on an individual Collateral Interest basis;


 


(xi)              the
amount of any remaining unpaid Interest Shortfalls as of the close of business on the Payment Date;


 


(xii)            a listing of each Collateral Interest that was the subject of a principal prepayment during the related collection period
and the amount of principal prepayment occurring;


 


(xiii)           the
aggregate unpaid principal balance of the Collateral Interests outstanding as of the close of business on the related Determination Date;


 


(xiv)          with
respect to any Collateral Interest as to which a liquidation occurred during the related Due Period (other than through a payment in
full), (A) the number thereof and (B) the aggregate of all liquidation proceeds which are included in the Payment Account and
other amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions of the
Notes);


 


(xv)           with
respect to any REO Property owned by the Issuer or any Permitted Subsidiary thereof, as to which the Special Servicer determined that
all payments or recoveries with respect to the related property have been ultimately recovered during the related collection period,
(A) the related Collateral Interest and (B) the aggregate of all liquidation proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Securities);


 


(xvi)           the amount on deposit in each of the Expense Reserve Account and the Unused Proceeds Account;


 


(xvii)          the aggregate amount of interest on monthly debt service advances in respect of the Collateral Interests paid to the Advancing
Agent and/or the Backup Advancing Agent since the prior Payment Date;


 


(xviii)         a listing of each modification, extension or waiver made with respect to each Collateral Interest;


 


(xix)           an
itemized listing of any Special Servicing Fees received from the Special Servicer or any of its affiliates during the related Due Period;


 


(xx)            the amount of any dividends or other distributions to the Preferred Shares on the Payment Date; 






    -159- 


     


    

(xxi)           
the Net Outstanding Portfolio Balance; and


 


(xxii)          
confirmation that the Trustee has received, within the preceding month, a certificate from BSPRT Operating Partnership and
BSPRT Holder in accordance with Section 2(d)(i) of the EU/UK Risk Retention Letter.


 


(b)            
The Note Administrator will post on the Note Administrator’s Website, any report received from the Servicer or Special
Servicer detailing any breach of the representations and warranties with respect to any Collateral Interest by the Seller or any
of its affiliates and the steps taken by the Seller or any of its affiliates to cure such breach; a listing of any breach of the
representations and warranties with respect to any Collateral Interest by the Seller or any of its affiliates and the steps taken
by the Seller or any of its affiliates to cure such breach.


 


(c)            
All information made available on the Note Administrator’s Website will be restricted and the Note Administrator will
only provide access to such reports to Privileged Persons in accordance with this Indenture. In connection with providing access
to its website, the Note Administrator may require registration and the acceptance of a disclaimer.


 


(d)            
Not more than five (5) Business Days after receiving an Issuer Request requesting information regarding an Auction Call
Redemption, a Clean-up Call, a Tax Redemption, or an Optional Redemption as of a proposed Redemption Date, the Note Administrator
shall, subject to its timely receipt of the necessary information to the extent not in its possession, compute the following information
and provide such information in a statement (the “Redemption Date Statement”)
delivered to the Collateral Manager and the Preferred Share Paying Agent:


 


(i)             
the Aggregate Outstanding Amount of the Notes of the Class or Classes to be redeemed as of such Redemption Date;


 


(ii)            
the amount of accrued interest due on such Notes as of the last day of the Due Period immediately preceding such Redemption
Date;


 


(iii)           
the Redemption Price;


 


(iv)           
the sum of all amounts due and unpaid under Section 11.1(a) (other than amounts payable on the Notes being redeemed
or to the Noteholders thereof); and


 


(v)            
the amounts in the Collection Account and the Indenture Accounts (other than the Preferred Share Distribution Account) that
are available for application to the redemption of such Notes.


 


(e)            
No later than sixty (60) days after the end of each calendar quarter, beginning with the calendar quarter ending on
June 30, 2021, the Collateral Manager shall make reasonable efforts to deliver to the Note Administrator a report containing a
Collateral Interest summary substantially in the form set forth in Annex B to the Offering Memorandum for all Collateral
Interests in the pool, but only to the extent the Collateral Manager has received the necessary information to compile such report
on a timely basis, with such modifications as the Collateral Manager shall deem reasonably necessary. 






    -160- 


     


    

(f)             
The Issuer shall cooperate (and cause the Servicer and the Special Servicer to cooperate) with the Note Administrator in
connection with the preparation of each Monthly Report. The Note Administrator shall in no event have any liability for the actions
or omissions of the Servicer or the Special Servicer, and shall have no liability for any inaccuracy or error in a Monthly Report
prepared by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the
Issuer, the Servicer or the Special Servicer. The Note Administrator shall not be liable for any failure to perform or delay in
performing its specified duties hereunder which results from or is caused by a failure or delay on the part of the Servicer, the
Special Servicer or other Person in furnishing necessary, timely and accurate information to the Note Administrator. It is expressly
understood and agreed that the application and performance by the Note Administrator of its obligation to prepare the Monthly Report
shall, with respect to information relating to the Mortgage Loans, be based upon, and in reliance upon, data and information provided
to it by the Servicer and the Special Servicer. The Note Administrator shall be permitted to rely upon data and information provided
to it by the Servicer and the Special Servicer, and nothing herein shall impose or imply any duty or obligation on the part of
the Note Administrator to verify, investigate or audit any such information, calculations or data, or to determine or monitor on
an independent basis whether any obligor is in default or in compliance with the documents governing the related Mortgage Loan.


 


Section 10.10   Release of Collateral Interests; Release of Collateral.
(a) If no Event of Default has occurred and is continuing and subject to Article 12 hereof, the Issuer (or the
Collateral Manager on its behalf) may direct the Trustee to release a Pledged Collateral Interest from the lien of this Indenture,
by Issuer Order delivered to the Trustee and the Custodian on or prior to the settlement date for any sale of a Pledged Collateral
Interest, which Issuer Order shall be accompanied by a certification of the Collateral Manager (i) that the Pledged Collateral
Interest has been sold pursuant to and in compliance with Article 12 or (ii) in the case of a redemption pursuant
to Section 9.1, that the Pledged Collateral Interest has been sold in compliance with Section 9.1(e), and, upon
receipt of a Request for Release of such Collateral Interest from the Collateral Manager, the Servicer or the Special Servicer,
the Custodian shall deliver any such Pledged Collateral Interest, if in physical form, duly endorsed to the broker or purchaser
designated in such Issuer Order or to the Issuer if so requested in the Issuer Order, or, if such Pledged Collateral Interest is
represented by a Security Entitlement, cause an appropriate transfer thereof to be made, in each case against receipt of the sales
price therefor as set forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Collateral Interest
in physical form for examination (prior to receipt of the sales proceeds) in accordance with street delivery custom. The Custodian
shall (i) deliver any agreements and other documents in its possession relating to such Pledged Collateral Interest and (ii) the
Trustee, if applicable, duly assign each such agreement and other document, in each case, to the broker or purchaser designated
in such Issuer Order or to the Issuer if so requested in the Issuer Order.


 


(b)            
The Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Trustee and Custodian at least three
(3) Business Days prior to the date set for redemption or payment in full of a Pledged Collateral Interest, an Issuer Order certifying
that such Pledged Collateral Interest is being paid in full. Thereafter, the Collateral Manager, the Servicer or the Special Servicer,
by delivery of a Request for Release, may direct the Custodian to deliver such Pledged Collateral Interest and the related Collateral
Interest File therefor on or before the date set for redemption or payment, to the Collateral Manager, the Servicer or the Special
Servicer for redemption against receipt of the applicable redemption price or payment in full thereof. 






    -161- 


     


    

(c)            
With respect to any Collateral Interest subject to a workout or restructuring, the Issuer (or the Collateral Manager on
behalf of the Issuer) may, by Issuer Order delivered to the Trustee and Custodian at least two (2) Business Days prior to the date
set for an exchange, tender or sale, certify that a Collateral Interest is subject to a workout or restructuring and setting forth
in reasonable detail the procedure for response thereto. Thereafter, the Collateral Manager, the Servicer or the Special Servicer
may, in accordance with the terms of, and subject to any required consent and consultation obligations set forth in the Servicing
Agreement, direct the Custodian, by delivery to the Custodian of a Request for Release, to deliver any Collateral to the Collateral
Manager, the Servicer or the Special Servicer in accordance with such Request for Release.


 


(d)            
The Special Servicer shall remit to the Servicer for deposit into the Collection Account any proceeds received by it from
the disposition of a Pledged Collateral Interest and treat such proceeds as Principal Proceeds, for remittance by the Servicer
to the Note Administrator on the first Remittance Date occurring thereafter. None of the Trustee, the Note Administrator or the
Securities Intermediary shall be responsible for any loss resulting from delivery or transfer of any such proceeds prior to receipt
of payment in accordance herewith.


 


(e)            
The Trustee shall, upon receipt of an Issuer Order declaring that there are no Notes Outstanding and all obligations of
the Issuer hereunder have been satisfied, release the Collateral from the lien of this Indenture.


 


(f)             
Upon receiving actual notice of any offer or any request for a waiver, consent, amendment or other modification with respect
to any Collateral Interest, or in the event any action is required to be taken in respect to an Asset Document, the Special Servicer
on behalf of the Issuer will promptly notify the Collateral Manager and the Servicer of such request, and the Special Servicer
shall grant any waiver or consent, and enter into any amendment or other modification pursuant to the Servicing Agreement in accordance
with the Servicing Standard. In the case of any modification or amendment that results in the release of the related Collateral
Interest, notwithstanding anything to the contrary in Section 5.5(a), the Custodian, upon receipt of a Request for Release,
shall release the related Collateral Interest File upon the written instruction of the Servicer or the Special Servicer, as applicable.


 


Section 10.11   
[Reserved]


 


Section 10.12  
Information Available Electronically. (a) The
Note Administrator shall make available to any Privileged Person the following items (in each case, as applicable, to the extent
received by it) by means of the Note Administrator’s Website the following items (to the extent such items were prepared
by or delivered to the Note Administrator in electronic format):


 


(i)            
the following documents, which will initially be available under a tab or heading designated “deal documents”:


 


(1)            
the final Offering Memorandum related to the Notes offered thereunder; 






    -162- 


     


    

(2)            
this Indenture, and any schedules, exhibits and supplements thereto;


 


(3)            
the CREFC® Loan Setup file;


 


(4)            
the Issuer Charter;


 


(5)            
the Servicing Agreement, any schedules, exhibits and supplements thereto;


 


(6)            
the Preferred Share Paying Agency Agreement, and any schedules, exhibits and supplements thereto;


 


(ii)            
the following documents will initially be available under a tab or heading designated “periodic reports”:


 


(1)            
the Monthly Reports prepared by the Note Administrator pursuant to Section 10.9(a); and


 


(2)            
certain information and reports specified in the Servicing Agreement (including the collection of reports specified by CRE
Finance Council or any successor organization reasonably acceptable to the Note Administrator and the Servicer) known as the “CREFC®
Investor Reporting Package” relating to the Collateral Interests to the extent that the Note Administrator receives such
information and reports from the Servicer from time to time;


 


(iii)          
the following documents, which will initially be available under a tab or heading designated “Additional Documents”:


 


(1)            
inspection reports delivered to the Note Administrator under the terms of the Servicing Agreement;


 


(2)            
appraisals delivered to the Note Administrator under the terms of the Servicing Agreement


 


(3)            
any quarterly updates on the Collateral Interests delivered by the Collateral Manager to the Note Administrator; and


 


(4)          
upon direction of the Issuer, any reports or such other information that, from time to time, the Issuer or the Special Servicer
provides to the Note Administrator to be made available on the Note Administrator’s Website;


 


(iv)          
the following documents, which will initially be available under a tab or heading designated “investor notices”:


 


(1)              
notice of final payment on the Notes delivered to the Note Administrator pursuant to Section 2.7(e);


 


(2)              
notice of termination of the Servicer or the Special Servicer; 






    -163- 


     


    

(3)              notice
of a servicer termination event (with respect to the Servicer or the Special Servicer, as applicable), each as defined in the Servicing
Agreement and delivered to the Note Administrator under the terms of the Servicing Agreement;


 


(4)              notice
of the resignation of any party to the Indenture and notice of the acceptance of appointment of a replacement for any such party, to
the extent such notice is prepared or received by the Note Administrator;


 


(5)              officer’s
certificates supporting the determination that any Interest Advance was (or, if made, would be) a Nonrecoverable Interest Advance delivered
to the Note Administrator pursuant to Section 10.7(b);


 


(6)              any direction received by the Note Administrator from the Collateral Manager for the termination of the Special Servicer
during any period when such Person is entitled to make such a direction, and any direction of a Majority of the Notes to terminate
the Special Servicer;


 


(7)              any notice from the Servicer that at least 50% of the Collateral Interests by Principal Balance have
converted to an alternative or substitute index in lieu of LIBOR in accordance
with the related Asset Documents and identifying such alternative or substitute
index;


 


(8)              any
direction received by the Note Administrator from a Majority of the Controlling Class or a Supermajority of the Notes for the termination
of the Note Administrator or the Trustee pursuant to Section 6.9(c); and


 


(9)              any
notice from the Benchmark Agent with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark
Replacement Adjustment or any supplemental indenture implementing Benchmark Replacement Conforming Changes;


 


(v)           
The following notices provided by the BSPRT Holder or the Collateral Manager to the Note Administrator, if any, which will
initially be available under a tab or heading designated “Credit Risk Retention notices”:


 


(1)              the
fair value (expressed as a percentage of the fair value of all of the Securities and dollar amount) of the EHRI that the Sponsor retained
on the Closing Date, based on actual sale prices and finalized tranche sizes;


 


(2)              the
fair value (expressed as a percentage of the fair value of all of the Securities and dollar amount) of the EHRI that the Sponsor is required
to retain under the U.S. Credit Risk Retention Rules;


 


(3)              any
changes to the fair values set forth in the “U.S. Credit Risk Retention” section of the Offering Memorandum between the date
of the Offering Memorandum and the Closing Date; 






    -164- 


     


    

(4)              
any material differences between the valuation methodology or any of the key inputs and assumptions that were used in calculating
the fair value or range of fair values prior to the pricing of the Notes and the Closing Date;


 


(5)              
any noncompliance by the Securitization Sponsor with the credit risk retention requirements under Section 15G of the Exchange
Act; and


 


(6)              
any notices required pursuant to the EU/UK Risk Retention Letter;


 


(vi)           the “Investor Q&A Forum” pursuant to Section 10.13; and


 


(vii)          solely to Noteholders and holders of any Preferred Shares, the “Investor Registry” pursuant to Section 10.13.


 


(b)            
Privileged Persons who execute Exhibit R-2 shall only be entitled to access the Monthly Report, and shall not have
access to any other information on the Note Administrator’s Website.


 


(c)            
The Note Administrator’s Website shall initially be located at https://pivot.usbank.com. The foregoing information
shall be made available by the Note Administrator on the Note Administrator’s Website promptly following receipt. The Note
Administrator may change the titles of the tabs and headings on portions of its website, and may re-arrange the files as it deems
proper. The Note Administrator shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any such information is delivered or posted in error, the Note Administrator may remove it from the Note
Administrator’s Website. The Note Administrator has not obtained and shall not be deemed to have obtained actual knowledge
of any information posted to the Note Administrator’s Website to the extent such information was not produced by the Note
Administrator. In connection with providing access to the Note Administrator’s Website, the Note Administrator may require
registration and the acceptance of a disclaimer. The Note Administrator shall not be liable for the dissemination of information
in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such
information being made available, and assumes no responsibility for such information. Assistance in using the Note Administrator’s
Website can be obtained by calling (866) 252-4360. 






    -165- 


     


    

Section 10.13   
Investor Q&A Forum; Investor Registry. (a) The
Note Administrator shall make the “Investor Q&A Forum” available
to Privileged Persons and prospective purchasers of Notes that are Privileged Persons by means of the Note Administrator’s
Website, where Noteholders (including beneficial owners of Notes) may (i) submit inquiries to the Note Administrator relating
to the Monthly Reports, and submit inquiries to the Collateral Manager, the Servicer or the Special Servicer (each, a “Q&A
Respondent”) relating to any servicing reports prepared by that party, the Collateral Interests, or the properties
related thereto (each, an “Inquiry” and collectively, “Inquiries”),
and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt
of an Inquiry for a Q&A Respondent, the Note Administrator shall forward the Inquiry to the applicable Q&A Respondent,
in each case via email within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry,
the Note Administrator and the applicable Q&A Respondent, unless such party determines not to answer such Inquiry as provided
below, shall reply to the Inquiry, which reply of the applicable Q&A Respondent shall be by email to the Note Administrator.
The Note Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such answer,
as the case may be) such Inquiry and the related answer to the Note Administrator’s Website. If the Note Administrator or
the applicable Q&A Respondent determines, in its respective sole discretion, that (i) any Inquiry is not of a type described
above, (ii) answering any Inquiry would not be in the best interests of the Issuer or the Noteholders, (iii) answering
any Inquiry would be in violation of applicable law, the Asset Documents, the Collateral Management Agreement, this Indenture
or the Servicing Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Note Administrator, the Collateral Manager, the Servicer or the Special Servicer, as applicable
or (v) answering any such inquiry would reasonably be expected to result in the waiver of an attorney client privilege or
the disclosure of attorney work product, or is otherwise not advisable to answer, it shall not be required to answer such Inquiry
and shall promptly notify the Note Administrator of such determination. The Note Administrator shall notify the Person who submitted
such Inquiry in the event that the Inquiry shall not be answered in accordance with the terms of this Agreement. Any notice by
the Note Administrator to the Person who submitted an Inquiry that shall not be answered shall include the following statement:
 “Because the Indenture and the Servicing Agreement provides that the Note Administrator, Servicer and Special Servicer shall
not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the
topics described in the Indenture, (ii) answering any Inquiry would not be in the best interests of the Issuer and/or the
Noteholders, (iii) answering any Inquiry would be in violation of applicable law or the Asset Documents, this Indenture or
the Servicing Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Trustee, the Servicer or the Special Servicer, as applicable, or (v) answering any such inquiry would
reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product, or
is otherwise not advisable to answer, no inference shall be drawn from the fact that the Trustee, the Servicer or the Special
Servicer has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum shall be attributable only to
the respondent, and shall not be deemed to be answers from any of the Issuer, the Co-Issuer, the Collateral Manager, the Placement
Agents or any of their respective Affiliates. None of the Placement Agents, the Issuer, the Co-Issuer, the Seller, the Collateral
Manager, the Advancing Agent, the Future Funding Indemnitor, BSPRT Holder, the Servicer, the Special Servicer, the Note Administrator
or the Trustee, or any of their respective Affiliates shall certify to any of the information posted in the Investor Q&A Forum
and no such party shall have any responsibility or liability for the content of any such information. The Note Administrator shall
not be required to post to the Note Administrator’s Website any Inquiry or answer thereto that the Note Administrator determines,
in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum shall not reflect questions, answers
and other communications that are not submitted via the Note Administrator’s Website. Additionally, the Note Administrator
may require acceptance of a waiver and disclaimer for access to the Investor Q&A Forum. 






    -166- 


     


    

(b)            
The Note Administrator shall make available to any Noteholder or holder of Preferred Shares and any beneficial owner of
a Note, the Investor Registry. The “Investor Registry” shall be a voluntary
service available on the Note Administrator’s Website, where Noteholders and beneficial owners of Notes can register and
thereafter obtain information with respect to any other Noteholder or beneficial owner that has so registered. Any Person registering
to use the Investor Registry shall be required to certify that (i) it is a Noteholder, a beneficial owner of a Note or a holder
of a Preferred Share and (ii) it grants authorization to the Note Administrator to make its name and contact information available
on the Investor Registry for at least 45 days from the date of such certification to other registered Noteholders and registered
beneficial owners or Notes. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name,
the company name and email address, as well as certain optional fields such as address, and phone number. If any Noteholder or
beneficial owner of a Note notifies the Note Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Note Administrator shall promptly remove it from the Investor
Registry. The Note Administrator shall not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Note Administrator may require
acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)         
Certain information concerning the Collateral and the Notes, including the Monthly Reports, CREFC® Reports
and supplemental notices, shall be provided by the Note Administrator to certain market data providers upon receipt by the Note
Administrator from such persons of a certification in the form of Exhibit O hereto, which certification may be submitted
electronically via the Note Administrator’s Website. The Issuer hereby authorizes the provision of such information to Bloomberg,
L.P., Trepp, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com,
Inc., Moody’s Analytics and Thomson Reuters Corporation.


 


(d)            
The 17g-5 Information Provider will make the “Rating Agency Q&A Forum and Servicer Document Request Tool”
available to NRSROs via the 17g-5 Information Providers Website, where NRSROs may (i) submit inquiries to the Trustee relating
to the Monthly Report, (ii) submit inquiries to the Servicer or the Special Servicer relating to servicing reports, or the
Collateral, except to the extent already obtained, (iii) submit requests for loan-level reports and information, and (iv) view
previously submitted inquiries and related answers or reports, as the case may be. The Trustee, the Note Administrator, the Servicer
or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (a) answering
the inquiry would be in violation of applicable law, the Servicing Standard, the Indenture, the Servicing Agreement or the applicable
loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result
in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional
cost or expense is beyond the scope of its duties under the Indenture or the Servicing Agreement, as applicable. In the event
that any of the Trustee, the Note Administrator, the Servicer or the Special Servicer declines to answer an inquiry, it shall
promptly email the 17g-5 Information Provider with the basis of such declination. The 17g-5 Information Provider will be required
to post the inquiries and the related answers (or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document
Request Tool promptly upon receipt, or in the event that an inquiry is unanswered, the inquiry and the basis for which it was
unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect questions, answers, or other communications
which are not submitted through the 17g-5 Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer
Document Request Tool will be attributable only to the respondent, and will not be deemed to be answers from any other Person.
No such other Person will have any responsibility or liability for, and will not be deemed to have knowledge of, the content of
any such information. 






    -167- 


     


    

Section 10.14   
Certain Procedures. (a) For so long as the Notes
may be transferred only in accordance with Rule 144A, the Issuer (or the Collateral Manager on its behalf) will ensure that
any Bloomberg screen containing information about the Rule 144A Global Notes includes the following (or similar) language:


 


(i)             
the “Note Box” on the bottom of the “Security Display” page describing the Rule 144A Global
Notes will state: “Iss’d Under 144A”;


 


(ii)            
the “Security Display” page will have the flashing red indicator “See Other Available Information”;
and


 


(b)            
the indicator will link to the “Additional Security Information” page, which will state that the Offered Notes
 “are being offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who
are qualified institutional buyers (as defined in Rule 144A under the Securities Act).”


 


ARTICLE
11



APPLICATION OF FUNDS


 


Section 11.1     Disbursements of Amounts from Payment Account. (a) Notwithstanding
any other provision in this Indenture, but subject to the other subsections of this Section
11.1 hereof, on each Payment Date, the
Note Administrator shall disburse amounts transferred to the Payment Account in accordance with the following priorities (the “Priority
of Payments”):


 


(i)            
Interest Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date
following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect
to the related Due Period shall be distributed in the following order of priority:


 


(1)            
to the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer or the
Co-Issuer, if any;


 


(2)            
(a) first, to the extent not previously reimbursed, to the Backup Advancing Agent and the Advancing Agent, in that
order, the aggregate amount of any Nonrecoverable Interest Advances due and payable to such party; (b) second, to
Advancing Agent (or the Backup Advancing Agent if the Advancing Agent has failed to make any Interest Advance required to be made
by the Advancing Agent pursuant to the terms hereof), the Advancing Agent Fee and any previously due but unpaid Advancing Agent
Fee (with respect to amounts owed to the Advancing Agent, unless waived by the Advancing Agent) (provided that the Advancing
Agent or Backup Advancing Agent, as applicable, has not failed to make any Interest Advance required to be made in respect of
any Payment Date pursuant to this Indenture); and (c) third, to the Advancing Agent and the Backup Advancing Agent,
to the extent due and payable to such party, Reimbursement Interest and reimbursement of any outstanding Interest Advances not
to exceed, in each case, the amount that would result in an Interest Shortfall with respect to such Payment Date; 






    -168- 


     


    

(3)            
(a) first, to the Note Administrator and the Trustee, the Trustee/Note Administrator Fee, (b) second, to the
payment of other accrued and unpaid Company Administrative Expenses of (i) the Note Administrator, the Trustee, the Custodian,
the Paying Agent and the Preferred Share Paying Agent and (ii) the Benchmark Agent, including
any indemnity and liquidated damages owed to the Benchmark Agent for losses, liabilities, costs and expenses incurred in connection
with its discharge of its obligations (provided that any fees paid to the Benchmark
Agent’s consultants, advisors or experts shall be limited to $75,000 for the life of the transaction unless otherwise consented
to by the Issuer) and (c) third, to the payment of any other accrued and unpaid Company Administrative Expenses,
the aggregate of all such amounts in clauses (c) above (other than any such amounts
payable to the Benchmark Agent as specified in clauses (n) and (p) of the definition of Company Administrative Expenses)
per Expense Year (including such amounts paid since the previous Payment Date from the Expense Reserve Account) not to exceed the
greater of (i) 0.100% per annum of the Aggregate Outstanding Portfolio Balance and (ii) U.S.$150,000 per annum;


 


(4)            
to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by
the Collateral Manager);


 


(5)            
to the payment of the Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;


 


(6)            
to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;


 


(7)            
to the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;


 


(8)          
to the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount;


 


(9)            
to the payment of the Class C Deferred Interest (in reduction of the Aggregate
Outstanding Amount of the Class C Notes);


 


(10)          
to the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount;


 


(11)          
to the payment of the Class D Deferred Interest (in reduction of the Aggregate
Outstanding Amount of the Class D Notes); 






    -169- 


     


    

(12)              to
the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount;


 


(13)              to
the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class E Notes);


 


(14)              if
either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i)
first, principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal
on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D Notes
and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note Protection
Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes,
the Class D Notes and the Class E Notes have been paid in full;


 


(15)              on
each Payment Date following the occurrence and during the continuance of a Rating Confirmation Failure, to the payment of principal of
each Class of Notes, (i) first, to the Class A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class
B Notes, (iv) fourth, to the Class C Notes, (v) fifth, to the Class D Notes, (vi) sixth, to the Class E Notes, (vii)
seventh, to the Class F Notes, (viii) eighth, to the Class G Notes and (ix) ninth, to the Class H Notes, in each
case until each rating assigned on the Closing Date to each Class of Notes has been reinstated or such Class of Notes has been paid in
full;


 


(16)              to
the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount;


 


(17)              to
the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class F Notes);


 


(18)              to
the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;


 


(19)              to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class G Notes);


 


(20)              to
the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount;


 


(21)              to
the payment of the Class H Deferred Interest (in reduction of the Aggregate Outstanding Amount of the Class H Notes);


 


(22)              to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified
therein; 






    -170- 


     


    

(23)          
upon direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$100,000
in respect of such Payment Date; and


 


(24)          
any remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer)
to the Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of
the Preferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.


 


(ii)            Principal Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date
following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Principal Proceeds with respect
to the related Due Period shall be distributed in the following order of priority:


 


(1)             to the payment of the amounts referred to in clauses (1) through (5) of Section 11.1(a)(i) in the same order
of priority specified therein, without giving effect to any limitations on amounts payable set forth therein, but only to the extent
not paid in full thereunder;


 


(2)             on the Payment Date following the Ramp-Up Completion Date, to the payment of principal, in an amount equal to all amounts
transferred from the Unused Proceeds Account as of the Ramp-Up Completion Date (i) first, to the Class A Notes, (ii) second,
to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes, (v) fifth,
to the Class D Notes and (vi) sixth, to the Class E Notes, in each case
until such Class of Notes has been paid in full;


 


(3)             on each Payment Date following the occurrence of a Rating Confirmation Failure, to the extent that application of Interest
Proceeds pursuant to clause (15) of Section 11.1(a)(i) is insufficient to cause the ratings assigned to each Class of Notes
to be reinstated or to cause any affected Class to be paid in full, to the payment of principal (i) first, to the Class
A Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class
C Notes, (v) fifth, to the Class D Notes, (vi) sixth, to the Class E Notes, (vii) seventh, to the Class
F Notes, (viii) eighth, to the Class G Notes and (ix) ninth, to the Class H Notes, in each case until each rating
assigned on the Closing Date to such Class of Notes has been reinstated or such Class of Notes has been paid in full;


 


(4)            
during the Reinvestment Period and Replenishment Period, so long as the Issuer is permitted to purchase Reinvestment Collateral
Interests or Replenishment Collateral Interests, as applicable, under Section 12.2, at the direction of the Collateral
Manager, the amount designated by the Collateral Manager during the related Interest Accrual Period to be deposited into the Reinvestment
Account to be held for reinvestment in such Collateral Interests or, pursuant to written direction of the Collateral Manager (on
behalf of the Issuer) to be applied to pay the purchase price of such Collateral Interests (it being understood that the Collateral
Manager will be deemed to have directed that all Principal Proceeds be held for reinvestment until such time as it has provided
the Note Administrator with a notice to the contrary); 






    -171- 


     


    

(5)            
to the payment of principal of the Class A Notes until the Class A Notes have been paid in full;


 


(6)          
to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount, to the
extent not paid pursuant to clause (6) of Section 11.1(a)(i) above;


 


(7)            
to the payment of principal of the Class A-S Notes until the Class A-S Notes have been paid in full;


 


(8)            
to the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount, to the extent
not paid pursuant to clause (7) of Section 11.1(a)(i) above;


 


(9)            
to the payment of principal of the Class B Notes until the Class B Notes have been paid in full;


 


(10)          
to the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount, to the extent
not paid pursuant to clause (8) of Section 11.1(a)(i) above;


 


(11)          
to the payment of principal of the Class C Notes (including any Class C Deferred Interest) until the Class C Notes
have been paid in full;


 


(12)          
to the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount, to the extent
not paid pursuant to clause (10) of Section 11.1(a)(i) above;


 


(13)          
to the payment of principal of the Class D Notes (including any Class D Deferred Interest) until the Class D Notes
have been paid in full;


 


(14)          
to the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount, to the extent
not paid pursuant to clause (12) of Section 11.1(a)(i) above;


 


(15)          
to the payment of principal of the Class E Notes (including any Class E Deferred Interest) until the Class E Notes
have been paid in full;


 


(16)          
to the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount, to the extent
not paid pursuant to clause (16) of Section 11.1(a)(i) above;


 


(17)          
to the payment of principal of the Class F Notes (including any Class F Deferred Interest) until the Class F
Notes have been paid in full; 






    -172- 


     


    

(18)          
to the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount, to the extent
not paid pursuant to clause (18) of Section 11.1(a)(i) above;


 


(19)          
to the payment of principal of the Class G Notes (including any Class G Deferred Interest) until the Class G
Notes have been paid in full;


 


(20)          
to the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount, to the extent
not paid pursuant to clause (20) of Section 11.1(a)(i) above;


 


(21)          
to the payment of principal of the Class H Notes (including any Class H Deferred Interest) until the Class H
Notes have been paid in full;


 


(22)          
any remaining Principal Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer)
to the Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holders of
the Preferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.


 


(iii)          
Redemption Dates and Payment Dates During Events of Default. On any Redemption Date, the Stated Maturity Date or
a Payment Date following an acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds
and Principal Proceeds with respect to the related Due Period will be distributed in the following order of priority:


 


(1)            
to the payment of the amounts referred to in clauses (1) through (4) of Section 11.1(a)(i) in the same
order of priority specified therein, but without giving effect to any limitations on amounts payable set forth therein;


 


(2)            
to the payment of any out-of-pocket fees and expenses of the Issuer, the Note Administrator, Custodian and Trustee (including
legal fees and expenses) incurred in connection with an acceleration of the Notes following an Event of Default, including in connection
with sale and liquidation of any of the Collateral in connection therewith, to the extent not previously paid or withheld;


 


(3)            
to the payment of the Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;


 


(4)            
to the payment in full of principal of the Class A Notes;


 


(5)            
to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;


 


(6)            
to the payment in full of principal of the Class A-S Notes;


 


(7)            
to the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount; 






    -173- 


     


    

(8)            
to the payment in full of principal of the Class B Notes;


 


(9)            
to the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount;


 


(10)          
to the payment in full of the principal of the Class C Notes (including any Class C Deferred Interest);


 


(11)          
to the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount;


 


(12)          
to the payment in full of principal of the Class D Notes (including any Class D Deferred Interest);


 


(13)          
to the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount;


 


(14)          
to the payment in full of principal of the Class E Notes (including any Class E Deferred Interest);


 


(15)          
to the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount;


 


(16)          
to the payment in full of principal of the Class F Notes (including any Class F Deferred Interest);


 


(17)          
to the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;


 


(18)          
to the payment in full of principal of the Class G Notes (including any Class G Deferred Interest); and


 


(19)          
to the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount;


 


(20)          
to the payment in full of principal of the Class H Notes (including any Class H Deferred Interest); and


 


(21)          
any remaining Interest Proceeds and Principal Proceeds to be released from the lien of the Indenture and paid (upon standing
order of the Issuer) to the Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution
to the Holder of the Preferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.


 


(b)            
On or before the Business Day prior to each Payment Date, the Issuer shall, pursuant to Section 10.3, remit or
cause to be remitted to the Note Administrator for deposit in the Payment Account an amount of Cash sufficient to pay the amounts
described in Section 11.1(a) required to be paid on such Payment Date. 






    -174- 


     


    

(c)            
If on any Payment Date the amount available in the Payment Account from amounts received in the related Due Period are insufficient
to make the full amount of the disbursements required by any clause of Section 11.1(a)(i), (a)(ii) or (a)(iii),
such payments will be made to Noteholders of each applicable Class, as to each such clause, ratably in accordance with the respective
amounts of such disbursements then due and payable to the extent funds are available therefor.


 


(d)              
In connection with any required payment by the Issuer to the Servicer or the Special Servicer pursuant to the Servicing
Agreement of any amount scheduled to be paid from time to time between Payment Dates from amounts received with respect to the
Collateral Interests, the Servicer or the Special Servicer, as applicable, shall be entitled to retain or withdraw such amounts
from the Collection Account and the Participated Mortgage Loan Collection Account pursuant to the terms of the Servicing Agreement.


 


Section 11.2     Securities Accounts. All amounts held by, or deposited
with the Note Administrator in the Reinvestment Account, Custodial Account, Unused Proceeds Account and Expense Reserve Account
pursuant to the provisions of this Indenture shall be invested in Eligible Investments as directed in writing by the Collateral
Manager on behalf of the Issuer and credited to the Reinvestment Account, Custodial Account, Unused Proceeds Account or Expense
Reserve Account, as the case may be. Absent such direction, funds in the foregoing accounts shall be held uninvested. All amounts
held by or deposited with the Note Administrator in the Payment Account shall be held uninvested. Any amounts not invested in Eligible
Investments as herein provided, shall be credited to one or more securities accounts established and maintained pursuant to the
Securities Account Control Agreement at the Corporate Trust Office of the Note Administrator, or at another financial institution
whose long-term rating is at least equal to “A2” by Moody’s (or, in each case, such lower rating as the applicable
Rating Agency shall approve) and agrees to act as a Securities Intermediary on behalf of the Note Administrator on behalf of the
Secured Parties pursuant to an account control agreement in form and substance similar to the Securities Account Control Agreement.


 


ARTICLE
12



SALE OF COLLATERAL INTERESTS; REINVESTMENT COLLATERAL INTERESTS; REPLENISHMENT COLLATERAL INTERESTS; FUTURE FUNDING ESTIMATES


 


Section 12.1     Sales of Collateral Interests. (a) Except as
otherwise expressly permitted or required by this Indenture, the Issuer shall not sell or otherwise dispose of any Collateral Interest.
The Collateral Manager, on behalf of the Issuer, acting pursuant to the Collateral Management Agreement may direct the Trustee
in writing to sell at any time:


 


(i)             
any Defaulted Collateral Interest; 






    -175- 


     


    

(ii)            
any Credit Risk Collateral Interest unless (x) either of the Note Protection Tests were not satisfied as of the immediately
preceding Determination Date and have not been cured as of the proposed sale date or (y) the Trustee, upon written direction
of a majority of the Controlling Class, has provided written notice to the Collateral Manager that no further sales of Credit Risk
Collateral Interests shall be permitted; and


 


(iii)           
any Ramp-Up Collateral Interest, Reinvestment Collateral Interest, Replenishment Collateral Interest or Exchange Collateral
Interest acquired in violation of the Eligibility Criteria or the Reinvestment Criteria, as applicable.


 


For purposes of this
Section 12.1, a loan will be considered a Defaulted Mortgage Loan even if the 90 day period provided in the definition thereof
has not expired.


 


The Trustee shall sell
any Collateral Interest in any sale permitted pursuant to this Section 12.1(a), as directed by the Collateral Manager. Promptly
after any sale pursuant to this Section 12.1(a), the Collateral Manager shall notify the 17g-5 Information Provider of the
Collateral Interest sold and the sale price and shall provide such other information relating to such sale as may be reasonably
requested by the Rating Agencies.


 


The Issuer shall not
sell or otherwise dispose of any Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting
from market value changes.


 


In connection with the
sale of a Credit Risk Collateral Interest or a Defaulted Collateral Interest pursuant to this Section 12.1(a), the Collateral
Manager may also cause the Issuer to create one or more participation interests in such Defaulted Mortgaged Asset or Credit Risk
Collateral Interest and direct the Trustee to sell one or more of such participation interests.


 


(b)            
In addition, with respect to any Defaulted Collateral Interest or Credit Risk Collateral Interest permitted to be sold pursuant
to Section 12.1(a), such Defaulted Collateral Interest or Credit Risk Collateral Interest may be sold by the Issuer at the
direction of the Collateral Manager:


 


(i)            
  to an entity, other than the Collateral Manager or an affiliate; or


 


(ii)            
to the Collateral Manager or an affiliate thereof that is purchasing such Defaulted Mortgaged Asset or Credit Risk Collateral
Interest from the Issuer for a cash purchase price that is (x) with respect to any Defaulted Collateral Interest, equal to or greater
than the Par Purchase Price and (y) with respect to any Credit Risk Collateral Interest:


 


(1)            
until the Disposition Limitation Threshold has been met, equal to or greater than the Par Purchase Price; and


 


(2)         after
the Disposition Limitation Threshold has been met, following disclosure to, and approval by, the Advisory Committee in accordance with
the Collateral Management Agreement, equal to the greater of (A) the Par Purchase Price and (B) the fair market value thereof (any purchase
described in this clause (ii), a “Credit Risk/Defaulted Collateral Interest Cash Purchase”). 






    -176- 


     


    

(c)            
If the Collateral Manager directs the sale of a Collateral Interest acquired in violation of the Eligibility Criteria or
the Reinvestment Criteria, the Issuer may sell such Collateral Interest to the Collateral Manager or an affiliate thereof for a
cash purchase price that is equal to the Principal Balance thereof plus all accrued and unpaid interest thereon. If the
Collateral Manager does not promptly direct the sale of a Collateral Interest that is determined to have been acquired in violation
of the Eligibility Criteria or the Reinvestment Criteria, the Issuer will be required to satisfy the Rating Agency Condition with
respect to such Collateral Interest within 60 days after such date of determination. Except with respect to any Collateral Interest
that is determined to have been acquired in violation of clauses (i), (iii), (iv), (viii), (xvii), (xix) or (xxii)-(xxxv) of the
Eligibility Criteria, if the Issuer satisfies the Rating Agency Condition with respect to such Collateral Interest within such
time period, the Issuer may retain such Collateral Interest. If either (i) the Collateral Interest was acquired in violation of
such clauses of the Eligibility Criteria, or (ii) the Issuer does not satisfy the Rating Agency Condition with respect to such
Collateral Interest within such time period, the Issuer will be required to promptly sell such Collateral Interest to the Collateral
Manager or an affiliate thereof for a cash purchase price that is equal to the Principal Balance thereof plus all accrued
and unpaid interest thereon.


 


(d)            
[Reserved].


 


(e)            
A Defaulted Collateral Interest or Credit Risk Collateral Interest may be disposed of at any time, following disclosure
to, and approval by, the Advisory Committee, by the Collateral Manager directing the Issuer to exchange such Defaulted Collateral
Interest or Credit Risk Collateral Interest for (1) a Collateral Interest owned by the Collateral Manager or an Affiliate
of the Collateral Manager that satisfies the Eligibility Criteria (such Collateral Interest, an “Exchange
Collateral Interest”) or (2) a combination of an Exchange Collateral Interest and cash; provided that:


 


(i)             
with respect to any Defaulted Collateral Interest, the sum of (1) the Principal Balance of such Exchange Collateral
Interest plus all accrued and unpaid interest thereon plus (2) the Cash amount (if any) to be paid to the Issuer
by the Collateral Manager or an Affiliate of the Collateral Manager, in connection with such exchange, is equal to or greater than
the Par Purchase Price of the Defaulted Collateral Interest sought to be exchanged; and


 


(ii)            
with respect to any Credit Risk Collateral Interest:


 


(1)            
until the Disposition Limitation Threshold has been met, the sum of (A) the Principal Balance of such Exchange Collateral
Interest plus all accrued and unpaid interest thereon plus (B) the Cash amount (if any) to be paid to the Issuer
by the Collateral Manager or an affiliate of the Collateral Manager in connection with such exchange is equal to or greater than
the Par Purchase Price of the Credit Risk Collateral Interest sought to be exchanged; and


 


(2)            
after the Disposition Limitation Threshold has been met, the sum of (A) the Principal Balance of such Exchange Collateral
Interest plus all accrued and unpaid interest thereon plus (B) the Cash amount (if any) to be paid to the Issuer
by the Collateral Manager or an affiliate of the Collateral Manager in connection with such exchange is equal to or greater than
the greater of (x) the Par Purchase Price of the Credit Risk Collateral Interest sought to be exchanged and (y) the fair market
value of such Credit Risk Collateral Interest; and 






    -177- 


     


    

(3)            
the aggregate Principal Balance of all Credit Risk Collateral Interests subject to such exchange cumulatively after the
Reinvestment Period, including the Credit Risk Collateral Interest proposed for exchange, does not exceed ten percent (10%) of
the aggregate principal balance of the Closing Date Collateral Interests as of the Closing Date.


 


(f)            
In addition to the above, the Majority of Preferred Shareholders shall have the right to purchase (i) any Defaulted Collateral
Interest for a purchase price equal to the Par Purchase Price and (ii) any Credit Risk Collateral Interest for a purchase price
equal to, (x) until the Disposition Limitation Threshold has been met, the Par Purchase Price, and (y) after the Disposition Limitation
Threshold has been met, following disclosure to, and approval by, the Advisory Committee, the greater of (1) the Par Purchase Price
and (2) the fair market value thereof.


 


During the Reinvestment
Period, the Majority of Preferred Shareholders’ right to purchase Credit Risk Collateral Interests shall be permitted only
for so long as, after giving effect to the subject sale, the sum of (i) the cumulative aggregate Principal Balance of all Credit
Risk Collateral Interests sold by the Issuer (including sales pursuant to Section 12.1(a) and this Section 12.1(f))
plus (ii) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests exchanged for Exchange Collateral
Interests, does not exceed ten percent (10%) of the aggregate principal balance of the Closing Date Collateral Interests as of
the Closing Date.


 


(g)            
In the event that any Notes remain Outstanding as of the Payment Date occurring six months prior to the Stated Maturity
Date of the Notes, the Collateral Manager will be required to determine whether the proceeds expected to be received on the Collateral
Interests prior to the Stated Maturity Date of the Notes will be sufficient to pay in full the principal amount of (and accrued
interest on) the Notes on the Stated Maturity Date. If the Collateral Manager determines, in its sole discretion, that such proceeds
will not be sufficient to pay the outstanding principal amount of and accrued interest on the Notes on the Stated Maturity Date
of the Notes, the Issuer will, at the direction of the Collateral Manager, be obligated to liquidate the portion of Collateral
Interests sufficient to pay the remaining principal amount of and interest on the Notes on or before the Stated Maturity Date.
The Collateral Interests to be liquidated by the Issuer will be selected by the Collateral Manager.


 


(h)            
Notwithstanding anything herein to the contrary, the Collateral Manager on behalf of the Issuer shall be permitted to sell
to a Permitted Subsidiary any Sensitive Asset for consideration consisting of equity interests in such Permitted Subsidiary (or
an increase in the value of equity interests already owned).


 


(i)          
Under no circumstances shall the Trustee in its individual capacity be required to acquire any Collateral Interests or any
property related thereto.


 


(j)             
Any Collateral Interest sold pursuant to this Section
12.1 shall be released from the lien of this Indenture. 






    -178- 


     


    

Section 12.2     Reinvestment Collateral Interests and Replenishment Collateral
Interests. (a) Except as provided in Section 12.3(c), during the Reinvestment Period (or within 60 days
after the end of the Reinvestment Period with respect to reinvestments made pursuant to binding commitments to purchase entered
into during the Reinvestment Period) or the Replenishment Period, amounts (or Eligible Investments) credited to the Reinvestment
Account may, but are not required to, be reinvested in Reinvestment Collateral Interests or Replenishment Collateral Interests,
as applicable (which shall be, and hereby are upon acquisition by the Issuer, Granted to the Trustee pursuant to the Granting Clause
of this Indenture), that satisfy the applicable Eligibility Criteria and the following additional criteria (the “Reinvestment
Criteria”), as evidenced by an Officer’s Certificate of the Collateral Manager on behalf of the Issuer delivered
to the Trustee, delivered as of the date of the commitment to purchase such Collateral Interests:


 


(i)             
for commitments to purchase made after the Ramp-Up Acquisition Period, the Note Protection Tests are satisfied;


 


(ii)            
for commitments to purchase made at any time, no Event of Default has occurred and is continuing; and


 


(iii)         
for commitments to purchase made at any time, its acquisition will be in compliance with the Acquisition and Disposition
Requirements.


 


(b)        
Notwithstanding the foregoing provisions, (i) Cash on deposit in the Reinvestment Account may be invested in Eligible
Investments pending investment in Reinvestment Collateral Interests and Replenishment Collateral Interests and (ii) if an
Event of Default shall have occurred and be continuing, no Reinvestment Collateral Interest or Replenishment Collateral Interest
may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of Default.


 


(c)            
Notwithstanding the foregoing provisions, at any time when BSPRT Holder or an Affiliate that is wholly-owned by BSPRT or
a subsequent REIT and is a disregarded entity for U.S. federal income tax purposes holds 100% of the Preferred Shares, it may contribute
additional Cash, Eligible Investments and/or Collateral Interests to the Issuer so long as, in the case of Collateral Interests,
any such Collateral Interests satisfy the Eligibility Criteria at the time of such contribution, including, but not limited to,
for purposes of effecting any cure rights reserved for the holder of the Participations, pursuant to and in accordance with the
terms of the related Participation Agreement. Cash or Eligible Investments contributed to the Issuer by BSPRT Holder during the
Reinvestment Period or Replenishment Period shall be credited to the Reinvestment Account (unless BSPRT Holder directs otherwise)
and may be reinvested by the Issuer in Reinvestment Collateral Interests or Replenishment Collateral Interests, as applicable,
so long as no Event of Default has occurred and is continuing.


 


Section 12.3     Conditions
Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under
this Article 12 or Section 10.12 shall be conducted in accordance with the requirements of the Collateral
Management Agreement; provided that (1) the Collateral Manager shall not direct the Trustee to acquire any Collateral
Interest for inclusion in the Collateral from the Collateral Manager or any of its Affiliates as principal or to sell any Collateral
Interest from the Collateral to the Collateral Manager or any of its Affiliates as principal unless the transaction is effected
in accordance with the Collateral Management Agreement and (2) the Collateral Manager shall not direct the Trustee to acquire
any Collateral Interest for inclusion in the Collateral from any account or portfolio for which the Collateral Manager serves
as investment adviser or direct the Trustee to sell any Collateral Interest to any account or portfolio for which the Collateral
Manager serves as investment adviser unless such transactions comply with the Collateral Management Agreement and Section 206(3)
of the Advisers Act. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. 






    -179- 


     


    

(b)            
Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Collateral
Interest or Securities shall be Granted to the Trustee pursuant to this Indenture, such Collateral Interest or Securities shall
be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Collateral Interest or Securities.
The Trustee also shall receive, not later than the date of delivery of any Collateral Interest delivered after the Closing Date,
an Officer’s Certificate of the Collateral Manager certifying that, as of the date of such Grant, such Grant complies with
the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations
in reasonable detail necessary to determine such compliance).


 


(c)            
Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section
12.3(c), have the right to effect any transaction which has been consented to by the Holders of Notes evidencing 100% of the
Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares).


 


Section 12.4    Modifications
to Note Protection Tests. In the event that (1) Moody’s modifies the definitions or calculations relating
to any of the Moody’s specific Eligibility Criteria or (2) any Rating Agency modifies the definitions or calculations
relating to either of the Note Protection Tests (each, a “Rating Agency Test Modification”),
in any case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating
Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.4 to, incorporate corresponding
changes into this Indenture by an amendment or supplement hereto without the consent of the Holders of the Notes (except as provided
below) (but with written notice to the Noteholders) or the Preferred Shares if (x) in the case of a modification of a Moody’s
specific Eligibility Criteria, the Rating Agency Condition is satisfied with respect to Moody’s, (y) in the case of
a modification of a Note Protection Test, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating
any Class of Notes and (z) written notice of such modification is delivered by the Collateral Manager to the Trustee and
the Holders of the Notes and Preferred Shares (which notice may be included in the next regularly scheduled report to Noteholders).
Any such Rating Agency Test Modification shall be effected without execution of a supplemental indenture; provided, however,
that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co-Issuers and the
Collateral Manager and delivered to the Trustee, and (ii) accompanied by delivery by the Issuer to the Trustee of an Officer’s
Certificate of the Issuer (or the Collateral Manager on behalf of the Issuer) certifying that such amendment has been made pursuant
to and in compliance with this Section 12.4. 






    -180- 


     


    

Section 12.5    Future Funding Agreement. (a) The Note Administrator
and the Trustee, on behalf of the Noteholders and the Holders of the Preferred Shares, are hereby directed by the Issuer to (i) enter
into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which BSPRT Operating Partnership
will agree to pledge certain collateral described therein in order to secure certain future funding obligations of the Seller as
holder of the related Future Funding Participations under the Participation Agreements and (ii) administer the rights of the
Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control
Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator
to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note
Administrator shall, pursuant to the direction of the Issuer or the Special Servicer on its behalf, direct the use of funds on
deposit in the Future Funding Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the
Note Administrator shall have any obligation to ensure that BSPRT Operating Partnership is depositing or causing to be deposited
all amounts into the Future Funding Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.


 


(b)           
The 17g-5 Information Provider shall promptly post to the 17g-5 Website pursuant to Section 14.13(d) of this Agreement,
any certification with respect to the holder of the related Future Funding Participations that is delivered to it in accordance
with the Future Funding Agreement.


 


ARTICLE
13



NOTEHOLDERS’ RELATIONS


 


Section 13.1    Subordination. (a) Anything in this Indenture
or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the Class A
Notes, that the rights of the Holders of the Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes,
Class F Notes, Class G Notes and Class H Notes shall be subordinate and junior to the Class A Notes to the extent and in the
manner set forth in ARTICLE 11 of this Indenture; provided that on each Redemption Date and each Payment Date as
a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all
accrued and unpaid interest on and outstanding principal on the Class A Notes shall be paid pursuant to Section 11.1(a)(iii)
in full in Cash or, to the extent 100% of Holders of the Class A Notes consent, other than in Cash, before any further payment
or distribution is made on account of any other Class of Notes, to the extent and in the manner provided in Section 11.1(a)(iii).


 


(b)            
Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class A-S Notes, that the rights of the Holders of the Class B Notes, Class C Notes, Class
D Notes, Class E Notes, Class F Notes, Class G Notes and Class H Notes shall be subordinate and junior to the Class A-S Notes
to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption
Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence
of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class A-S Notes shall be paid
pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class A-S Notes consent,
other than in Cash, before any further payment or distribution is made on account of any of the Class B Notes, Class C
Notes, Class D Notes, Class E Notes, Class F Notes, Class G Notes and Class H Notes to the extent and in the manner provided in
Section 11.1(a)(iii). 






    -181- 


     


    

(c)            
Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class B Notes, that the rights of the Holders of the Class C Notes, Class D Notes, Class E Notes,
Class F Notes, Class G Notes and Class H Notes shall be subordinate and junior to the Class B Notes to the extent and in the manner
set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment Date as a
result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default, all
accrued and unpaid interest on and outstanding principal on the Class B Notes shall be paid pursuant to Section 11.1(a)(iii)
in full in Cash or, to the extent 100% of Holders of the Class B Notes consent, other than in Cash, before any further payment
or distribution is made on account of any of the Class C Notes, Class D Notes, Class E Notes, Class F Notes, Class G Notes
and Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 


(d)            
Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class C Notes, that the rights of the Holders of the Class D Notes, Class E Notes, Class F Notes, Class
G Notes and Class H Notes shall be subordinate and junior to the Class C Notes to the extent and in the manner set forth in Article 11
of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation
of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding
principal on the Class C Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100%
of Holders of the Class C Notes consent, other than in Cash, before any further payment or distribution is made on account
of any of the Class D Notes, Class E Notes, Class F Notes, Class G Notes and Class H Notes to the extent and in the manner provided
in Section 11.1(a)(iii).


 


(e)            
Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class D Notes, that the rights of the Holders of the Class E Notes, Class F Notes, Class G Notes and
Class H Notes shall be subordinate and junior to the Class D Notes to the extent and in the manner set forth in Article 11
of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation
of the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding
principal on the Class D Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100%
of Holders of the Class D Notes consent, other than in Cash, before any further payment or distribution is made on account
of any of the Class E Notes, Class F Notes, Class G Notes and Class H Notes to the extent and in the manner provided in Section
11.1(a)(iii).


 


(f)            
Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class E Notes, that the rights of the Holders of the Class F Notes, Class G Notes and Class H Notes
shall be subordinate and junior to the Class E Notes to the extent and in the manner set forth in Article 11 of this
Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of
the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding
principal on the Class E Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100%
of Holders of the Class E Notes consent, other than in Cash, before any further payment or distribution is made on account
of any of the Class F Notes, Class G Notes and Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii). 






    -182- 


     


    

(g)            
Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class F Notes, that the rights of the Holders of the Class G Notes and Class H Notes shall be subordinate
and junior to the Class F Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided
that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes
following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class F
Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class F
Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class G Notes and
Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 


(h)            
Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class G Notes, that the rights of the Holders of the Class H Notes shall be subordinate and junior to
the Class G Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided that on
each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following
the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class G Notes shall
be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class G Notes consent,
other than in Cash, before any further payment or distribution is made on account of any of the Class H Notes to the extent and
in the manner provided in Section 11.1(a)(iii).


 


(i)             
In the event that notwithstanding the provisions of this Indenture, any Holders of any Class of Notes shall have received
any payment or distribution in respect of such Class contrary to the provisions of this Indenture, then, unless and until all accrued
and unpaid interest on and outstanding principal of all more senior Classes of Notes have been paid in full in accordance with
this Indenture, such payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid
over and delivered to, the Note Administrator, which shall pay and deliver the same to the Holders of the more senior Classes of
Notes in accordance with this Indenture.


 


(j)             
Each Holder of any Class of Notes agrees with the Note Administrator on behalf of the Secured Parties that such Holder shall
not demand, accept, or receive any payment or distribution in respect of such Notes in violation of the provisions of this Indenture
including Section 11.1(a) and this Section
13.1; provided, however, that after all accrued and unpaid interest
on, and principal of, each Class of Notes senior to such Class have been paid in full, the Holders of such Class of Notes shall
be fully subrogated to the rights of the Holders of each Class of Notes senior thereto. Nothing in this Section
13.1 shall affect
the obligation of the Issuer to pay Holders of such Class of Notes any amounts due and payable hereunder.


 


(k)            
The Holders of each Class of Notes agree, for the benefit of all Holders of the Notes, not to institute against, or join
any other person in instituting against, the Issuer, the Co-Issuer or any Permitted Subsidiary, any petition for bankruptcy, winding
up, reorganization, arrangement, moratorium, liquidation or similar proceedings under the laws of any jurisdiction before one
year and one day or, if longer, the applicable preference period then in effect and one day, have elapsed since the final payments
to the Holders of the Notes. 






    -183- 


     


    

Section 13.2     Standard of Conduct. In exercising any of its or
their voting rights, rights to direct and consent or any other rights as a Securityholder under this Indenture, a Securityholder
or Securityholders shall not have any obligation or duty to any Person or to consider or take into account the interests of any
Person and shall not be liable to any Person for any action taken by it or them or at its or their direction or any failure by
it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits or adversely
affects any Securityholder, the Issuer, or any other Person, except for any liability to which such Securityholder may be subject
to the extent the same results from such Securityholder’s taking or directing an action, or failing to take or direct an
action, in bad faith or in violation of the express terms of this Indenture.


 


ARTICLE
14



MISCELLANEOUS


 


Section 14.1     Form of Documents Delivered to the Trustee and Note Administrator.
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several
documents.


 


Any certificate or opinion
of an Authorized Officer of the Issuer or the Co-Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is
based are erroneous. Any such certificate of an Authorized Officer of the Issuer or the Co-Issuer or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Co-Issuer,
the Collateral Manager or any other Person, stating that the information with respect to such factual matters is in the possession
of the Issuer, the Co-Issuer, the Collateral Manager or such other Person, unless such Authorized Officer of the Issuer or the
Co-Issuer or such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.
Any Opinion of Counsel also may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an Authorized Officer of the Issuer or the Co-Issuer, or the Servicer on behalf of the Issuer, certifying as to the factual
matters that form a basis for such Opinion of Counsel and stating that the information with respect to such matters is in the
possession of the Issuer or the Co-Issuer or the Collateral Manager on behalf of the Issuer, unless such counsel knows that the
certificate or opinion or representations with respect to such matters are erroneous. 






    -184- 


     


    

Where any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture
it is provided that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent to
the taking of any action by the Trustee or the Note Administrator at the request or direction of the Issuer or the Co-Issuer, then
notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s or the Co-Issuer’s
rights to make such request or direction, the Trustee or the Note Administrator shall be protected in acting in accordance with
such request or direction if it does not have knowledge of the occurrence and continuation of such Default or Event of Default
as provided in Section 6.1(g).


 


Section 14.2    Acts of Securityholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Securityholders
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders in person
or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and the Note Administrator, and, where it is hereby expressly
required, to the Issuer and/or the Co-Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Securityholders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee, the Note Administrator, the Issuer and
the Co-Issuer, if made in the manner provided in this Section
14.2.


 


(b)            
The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the
Trustee or the Note Administrator deems sufficient.


 


(c)            
The principal amount and registered numbers of Notes held by any Person, and the date of his holding the same, shall be
proved by the Notes Register. The Notional Amount and registered numbers of the Preferred Shares held by any Person, and the date
of his holding the same, shall be proved by the register of members maintained with respect to the Preferred Shares. Notwithstanding
the foregoing, the Trustee and Note Administrator may conclusively rely on an Investor Certification to determine ownership of
any Notes.


 


(d)            
Any request, demand, authorization, direction, notice, consent, waiver or other action by the Securityholder shall bind
such Securityholder (and any transferee thereof) of such Security and of every Security issued upon the registration thereof or
in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Note Administrator,
the Preferred Share Paying Agent, the Share Registrar, the Issuer or the Co-Issuer in reliance thereon, whether or not notation
of such action is made upon such Security.


 


Section 14.3    Notices,
etc., to the Trustee, the Note Administrator, the Issuer, the Co-Issuer, the Advancing Agent, the Servicer, the Special Servicer,
the Preferred Share Paying Agent, the Placement Agents, the Collateral Manager and the Rating Agencies. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Securityholders or other documents provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with: 






    -185- 


     


    

(a)            
the Trustee by any Securityholder or by the Note Administrator, the Collateral Manager, the Issuer or the Co-Issuer shall
be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return
receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible
form, to the Trustee addressed to it at the Corporate Trust Office, e-mail: BSP.Chicago.Team@usbank.com, or at any other address
previously furnished in writing to the parties hereto and the Servicing Agreement, and to the Securityholders;


 


(b)            
the Note Administrator by the Trustee, the Collateral Manager or by any Securityholder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent
by overnight courier service or by facsimile in legible form, to the Note Administrator addressed to it at the Corporate Trust
Office, e-mail: BSP.Chicago.Team@usbank.com, or at any other address previously furnished in writing to the parties hereto and
the Servicing Agreement, and to the Securityholders.


 


(c)            
the Issuer by the Trustee, the Collateral Manager, the Note Administrator or by any Securityholder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand
delivered, sent by overnight courier service or by facsimile in legible form, to the Issuer addressed to it at BSPRT 2021-FL6 Issuer,
Ltd. at c/o Walkers Fiduciary Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1 9008, Cayman Islands, Facsimile number:
+1 (345) 949-7886, Attention: The Directors, or at any other address previously furnished in writing to the Trustee and the Note
Administrator by the Issuer, with a copy to the Special Servicer.


 


(d)            
the Co-Issuer by the Trustee, the Collateral Manager, the Note Administrator or by any Securityholder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid,
hand delivered, sent by overnight courier service or by facsimile in legible form, to the Co-Issuer addressed to it in c/o Corporation
Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, Attention: Donald J. Puglisi, facsimile number: (302) 738-7210,
or at any other address previously furnished in writing to the Trustee and the Note Administrator by the Co-Issuer, with a copy
to the Special Servicer at its address set forth below;


 


(e)            
the Advancing Agent by the Trustee, the Collateral Manager, the Note Administrator, the Issuer or the Co-Issuer shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage
prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Advancing Agent addressed to
it at Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners Realty Trust, Inc., 1345 Avenue
of the Americas, Suite 32A, New York, NY 10105, Attention: Micah Goodman, with a copy to Benefit Street Partners Realty Operating
Partnership, L.P., c/o Benefit Street Partners L.L.C., 1345 Avenue of the Americas, Suite 32A, New York, NY 10105, and a copy
to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat, or at any
other address previously furnished in writing to the Trustee, the Note Administrator, and the Co-Issuers, with a copy to the Special
Servicer at its address set forth below. 






    -186- 


     


    

(f)            
the Preferred Share Paying Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next
day delivery or by facsimile in legible form, to the Preferred Share Paying Agent addressed to it at its Corporate Trust Office
or at any other address previously furnished in writing by the Preferred Share Paying Agent;


 


(g)            
the Servicer by the Issuer, the Collateral Manager, the Note Administrator, the Co-Issuer or the Trustee shall be sufficient
for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service
or by facsimile in legible form, to the Servicer addressed to it at Situs Asset Management at Situs Asset Management LLC, 13128 Hwy
24/27, West Robbins, North Carolina 27325, Attention: Jim Goodall, e-mail: JimGoodall@situsamc.com, with a copy to Situs Asset
Management, LLC, 5065 Westheimer, Suite 700E, Houston, Texas 77056, Attention: Managing Director, e-mail: samnotice@situsamc.com,
and a copy to Situs Group, LLC, 5065 Westheimer, Suite 700E, Houston, Texas 77056, Attention: Legal Department - Adriana
Bourdreaux, e-mail: Legal@situsamc.com, or at any other address previously furnished in writing to the Issuer, the Note Administrator,
the Co-Issuer and the Trustee;


 


(h)            
the Special Servicer by the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, or the Trustee shall
be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight
courier service or by facsimile in legible form, to the Special Servicer addressed to it at BSP Special Servicer, LLC, 9 West
57th Street, New York, New York 10019, Attention: Tanya Molova, Email: t.molova@benefitstreetpartners.com, with a copy to Benefit
Street Partners, 1345 Avenue of the Americas, Ste. 32A, New York, NY 10105, Attention: Micah Goodman, General Counsel, Email: m.goodman@benefitstreetpartners.com,
with a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat,
or at any other address previously furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee;


 


(i)             
the Rating Agencies, by the Issuer, the Co-Issuer, the Collateral Manager, the Servicer, the Note Administrator or the
Trustee shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Rating
Agencies addressed to them at (i) DBRS, Inc., 22 West Washington St., Chicago, Illinois 60602, Attention: Commercial Mortgage
Surveillance, Fax: (312) 332-3492 (or by electronic mail at cmbs.surveillance@morningstar.com) and (ii) Moody’s Investor
Services, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: CRE CDO Surveillance,
(or by electronic mail at moodys_cre_cdo_monitoring@moodys.com), or such other address that any Rating Agency shall designate
in the future; provided that any request, demand, authorization, direction, order, notice, consent, waiver or Act of Securityholders
or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with the Rating Agencies
(“17g-5 Information”) shall be given in accordance with, and subject
to, the provisions of Section 14.13 hereof; 






    -187- 


     


    

(j)             
Wells Fargo Securities, as a Placement Agent, by the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator,
the Trustee or the Servicer shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid,
hand delivered, sent by overnight courier service or by facsimile in legible form to Wells Fargo Securities, LLC, 30 Hudson
Yards, New York, New York 10001, Attention: A.J. Sfarra, Email: Anthony.sfarra@wellsfargo.com, with a copy to Troy Stoddard, Wells
Fargo Legal Department, 550 S Tryon Street, 34th Floor, Charlotte, North Carolina 28202, MAC D1086-341, Email: Troy.Stoddard@wellsfargo.com,
or at any other address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee;


 


(k)            
Barclays, as a Placement Agent, by the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee
or the Servicer shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered,
sent by overnight courier service or by facsimile in legible form to Barclays, Barclays Capital Inc., 745 7th Avenue, New York,
New York 10019, Attention: Daniel Vinson, e-mail: daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 7th Seventh
Avenue, New York, New York 10019, Attention: Steven P. Glynn, Legal Department, e-mail: steven.glynn@barclays.com, or at any other
address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee;


 


(l)             
the Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid,
hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at
BPSRT 2021-FL6 Holder, LLC, c/o Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners Realty
Trust, Inc., 1345 Avenue of the Americas, Suite 32A, New York, NY 10105, Attention: Micah Goodman, with a copy to BPSRT 2021-FL6
Holder, LLC, c/o Benefit Street Partners L.L.C., 1345 Avenue of the Americas, Suite 32A, New York, NY 10105, Attention: Asset Management,
e-mail: am@benefitstreetpartners.com, and a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York
10281, Attention: Jeffrey Rotblat, or at any other address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator
and the Trustee; and


 


(m)           
the Note Administrator, shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid
hand delivered, sent by overnight courier service or by facsimile in legible form to the Corporate Trust Office of the Note Administrator.


 


In the event that any
provision in this Indenture calls for any notice or document to be delivered simultaneously to the Trustee and any other Person,
the Trustee's receipt of such notice or document shall entitle the Trustee to assume that such notice or document was delivered
to such other Person unless otherwise expressly specified herein.


 


Notwithstanding any
provision to the contrary contained herein or in any agreement or document related thereto, any report, statement or other information
required to be provided by the Issuer, Note Administrator, the Trustee or Benchmark Agent may be provided by providing access
to a website containing such information, including the Note Administrator’s Website. 






    -188- 


     


    

Any reference herein
to information being provided "in writing" shall be deemed to include each permitted method of delivery specified in
subclause (a) above.


 


The Trustee and Note
Administrator shall be entitled to accept and act upon instructions or directions pursuant to this Indenture or any documents executed
in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided,
however, that any person providing such instructions or directions shall provide to the Bank an incumbency certificate listing
persons designated to provide such instructions or directions (including the email addresses of such persons), which incumbency
certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Bank email
(of .pdf or similar files) or facsimile instructions (or instructions by a similar electronic method) and the Trustee and Note
Administrator in its discretion elects to act upon such instructions, the Bank's reasonable understanding of such instructions
shall be deemed controlling. The Trustee and Note Administrator shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee and Note Administrator reliance upon and compliance with such instructions notwithstanding such
instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions
or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions
to the Trustee and Note Administrator, including without limitation the risk of the Trustee and Note Administrator acting on unauthorized
instructions, and the risk of interception and misuse by third parties, and acknowledges and agrees that there may be more secure
methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to
be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection
in light of its particular needs and circumstances.


 


Section 14.4      Notices to Noteholders; Waiver. Except as otherwise
expressly provided herein, where this Indenture or the Servicing Agreement provides for notice to Holders of Notes of any event,


 


(a)            
such notice shall be sufficiently given to Holders of Notes if in writing and mailed, first class postage prepaid, to each
Holder of a Note affected by such event, at the address of such Holder as it appears in the Notes Register, not earlier than the
earliest date and not later than the latest date, prescribed for the giving of such notice;


 


(b)            
such notice shall be in the English language; and


 


(c)            
all reports or notices to Preferred Shareholders shall be sufficiently given if provided in writing and mailed, first class
postage prepaid, to the Preferred Share Paying Agent.


 


The Note Administrator
shall deliver to the Holders of the Notes any information or notice in its possession, requested to be so delivered by at least
25% of the Holders of any Class of Notes.


 


Neither the failure
to mail any notice, nor any defect in any notice so mailed, to any particular Holder of a Note shall affect the sufficiency of
such notice with respect to other Holders of Notes. In case by reason of the suspension of regular mail service or by reason of
any other cause, it shall be impracticable to give such notice by mail, then such notification to Holders of Notes shall be made
with the approval of the Note Administrator and shall constitute sufficient notification to such Holders of Notes for every purpose
hereunder. 






    -189- 


     


    

Where this Indenture
provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with
the Trustee and with the Note Administrator, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


In the event that, by
reason of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee and the Note Administrator shall be deemed to be
a sufficient giving of such notice.


 


Notwithstanding any provision
to the contrary in this Indenture or in any agreement or document related hereto, any information or documents (including, without
limitation reports, notices or supplemental indenture) required to be provided by the Trustee or Note Administrator to Holders
pursuant to Section 14.4 may be provided by providing notice of, and access to, the Note Administrator’s Website containing
such information or document.


 


Section 14.5     Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


Section 14.6     Successors and Assigns. All covenants and agreements
in this Indenture by the Issuer and the Co-Issuer shall bind their respective successors and assigns, whether so expressed or not.


 


Section 14.7     Severability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


 


Section 14.8     Benefits of Indenture. Nothing in this Indenture
or in the Securities, expressed or implied, shall give to any Person, other than (i) the parties hereto and their successors
hereunder and (ii) the Servicer, the Special Servicer, the Collateral Manager, the Preferred Shareholders, the Preferred Share
Paying Agent, the Share Registrar and the Noteholders (each of whom shall be an express third party beneficiary hereunder), any
benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 14.9     Governing Law; Waiver of Jury Trial. THIS INDENTURE
AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. 






    -190- 


     


    

Section 14.10   
Submission to Jurisdiction. Each of the Issuer and
the Co-Issuer hereby irrevocably submits to the nonexclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes or this Indenture,
and each of the Issuer and the Co-Issuer hereby irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York State or federal court. Each of the Issuer and the Co-Issuer hereby irrevocably waives,
to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.
Each of the Issuer and the Co-Issuer irrevocably consents to the service of any and all process in any action or proceeding by
the mailing or delivery of copies of such process to it at the office of the Issuer’s and the Co-Issuer’s agent set
forth in Section 7.2. Each of the Issuer and the Co-Issuer agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


Section 14.11   
Counterparts. This Agreement may be executed in counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and
the same instrument, and the words “executed,” “signed,” “signature,” and words of like import
as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction shall
include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other
electronic format (including, without limitation, “pdf”) and other electronic signatures (including, without limitation,
any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted
by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation,
any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same
legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the
fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Each party hereto shall be entitled to conclusively
rely upon, and shall have no liability with respect to, any faxed, scanned or photocopied manual signature, or other electronic
signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.
The Trustee and Note Administrator shall have no duty to inquire into or investigate the authenticity or authorization of any such
electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect
thereto.


 


Section 14.12   
Liability of Co-Issuers. Notwithstanding any other
terms of this Indenture, the Notes or any other agreement entered into between, inter alios, the Issuer and the Co-Issuer
or otherwise, neither the Issuer nor the Co-Issuer shall have any liability whatsoever to the Co-Issuer or the Issuer, respectively,
under this Indenture, the Notes, any such agreement or otherwise and, without prejudice to the generality of the foregoing, neither
the Issuer nor the Co-Issuer shall be entitled to take any steps to enforce, or bring any action or proceeding, in respect of
this Indenture, the Notes, any such agreement or otherwise against the other Co-Issuer or the Issuer, respectively. In particular,
neither the Issuer nor the Co-Issuer shall be entitled to petition or take any other steps for the winding up or bankruptcy of
the Co-Issuer or the Issuer, respectively or shall have any claim in respect of any Collateral of the Co-Issuer or the Issuer,
respectively. 






    -191- 


     


    

Section 14.13   
17g-5 Information. (a) The Co-Issuers shall
comply with their obligations under Rule 17g-5 promulgated under the Exchange Act (“Rule 17g-5”),
by their or their agent’s posting on the 17g-5 Website, no later than the time such information is provided to the Rating
Agencies, all information that the Issuer or other parties on its behalf, including the Trustee, the Note Administrator, the Servicer
and the Special Servicer, provide to the Rating Agencies for the purposes of determining the initial credit rating of the Notes
or undertaking credit rating surveillance of the Notes (the “17g-5 Information”);
provided that no party other than the Issuer, the Trustee, the Note Administrator, the Servicer or the Special Servicer
may provide information to the Rating Agencies on the Issuer’s behalf without the prior written consent of the Special Servicer.
At all times while any Notes are rated by any Rating Agency or any other NRSRO, the Issuer shall engage a third party to post 17g-5
Information to the 17g-5 Website. The Issuer hereby engages the Note Administrator (in such capacity, the “17g-5
Information Provider”), to post 17g-5 Information it receives from the Issuer, the Trustee, the Note Administrator,
the Servicer or the Special Servicer to the 17g-5 Website in accordance with this Section
14.13, and the Note Administrator hereby
accepts such engagement.


 


(b)             Any information required to be delivered to the 17g-5 Information Provider by any party under this Agreement or the Servicing
Agreement shall be delivered to it via electronic mail at BSPRT2021-FL6_17g-5@usbank.com, specifically with a subject reference
of “17g-5 –BSPRT 2021-FL6 Issuer, Ltd.” and an identification of the type of information being provided in the
body of such electronic mail, or via any alternative electronic mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information Provider.


 


(c)            
The 17g-5 Information Provider shall make available, solely to NRSROs, the following items to the extent such items are
delivered to it via email at BSPRT2021-FL6_17g-5@usbank.com, specifically with a subject reference of “17g-5 – BSPRT
2021-FL6 Issuer, Ltd.” and an identification of the type of information being provided in the body of the email, or via any
alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5
Information Provider if or as may be necessary or beneficial; provided that such information is not locked or corrupted
and is otherwise received in a readable and uploadable format:


 


(i)             
any statements as to compliance and related Officer’s Certificates delivered under Section 7.9;


 


(ii)            
any information requested by the Issuer or the Rating Agencies (it being understood the 17g-5 Information Provider shall
not disclose on the Note Administrator’s Website which Rating Agencies requested such information as provided in Section
14.13); 






    -192- 


     


    

(iii)           
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without satisfaction
of the Rating Agency Condition;


 


(iv)           
any requests for satisfaction of the Rating Agency Condition that are delivered to the 17g-5 Information Provider pursuant
to Section 14.14;


 


(v)            
any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant
to Section 14.13(c); provided that the summary of such oral communications shall not disclose which Rating Agencies
the communication was with;


 


(vi)           
any amendment or proposed supplemental indenture to this Agreement pursuant to Section 8.3; and


 


(vii)          
the “Rating Agency Q&A Forum and Servicer Document Request Tool” pursuant to Section 10.13(d).


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Website or such other website as the Issuer may notify the
parties hereto in writing.


 


(d)            
Information shall be posted on the same Business Day of receipt; provided that such information is received by 12:00 p.m.
(Eastern Time) or, if received after 12:00 p.m., on the next Business Day. The 17g-5 Information Provider shall have no obligation
or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the
transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered
or posted in error, the 17g-5 Information Provider may remove it from the website. The 17g-5 Information Provider (and the Trustee)
has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the 17g-5 Website to the
extent such information was not produced by it. Access will be provided by the 17g-5 Information Provider to NRSROs upon receipt
of an NRSRO Certification in the form of Exhibit N hereto (which certification may be submitted electronically via the 17g-5
Website).


 


(e)            
Upon request of the Issuer or a Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Website any additional
information requested by the Issuer or such Rating Agency to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section
14.13. In no event shall the 17g-5 Information Provider disclose on the 17g-5
Website the Rating Agency or NRSRO that requested such additional information.


 


(f)            
The 17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Website.


 


(g)            
Any other information required to be delivered to the Rating Agencies pursuant to this agreement shall be furnished to
the Rating Agencies only after the earlier of (x) receipt of confirmation (which may be by email) from the 17g-5 Information
Provider that such information has been posted to the 17g-5 Website and (y) two (2) Business Days after such information
has been delivered to the 17g-5 Information Provider in accordance with this Section
14.13. 






    -193- 


     


    

(h)            
Notwithstanding anything to the contrary in this Indenture, a breach of this Section
14.13 shall not constitute a Default or
Event of Default.


 


(i)             
If any of the parties to this Indenture receives a Form ABS Due Diligence-15E from any party in connection with any third-party
due diligence services such party may have provided with respect to the Collateral Interests (“Due
Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the
17g-5 Information Provider for posting on the 17g-5 Website. The 17g-5 Information Provider shall post on the 17g-5 Website any
Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Indenture,
promptly upon receipt thereof.


 


Section 14.14   
Rating Agency Condition. Any request for satisfaction
of the Rating Agency Condition made by a Requesting Party pursuant to this Indenture, shall be made in writing, which writing shall
contain a cover page indicating the nature of the request for satisfaction of the Rating Agency Condition, and shall contain all
back-up material necessary for the Rating Agencies to process such request. Such written request for satisfaction of the Rating
Agency Condition shall be provided in electronic format to the 17g-5 Information Provider in accordance with Section 14.13
hereof and after receiving actual knowledge of such posting (which may be in the form of an automatic email notification of posting
delivered by the 17g-5 Website to such party), the Requesting Party shall send the request for satisfaction of such Condition to
the Rating Agencies in accordance with the instructions for notices set forth in Section 14.3 hereof.


 


Section 14.15   
Patriot Act Compliance. In order to comply with laws,
rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating
to the funding of terrorist activities and money laundering (“Applicable Law”),
the Trustee and Note Administrator may be required to obtain, verify and record certain information relating to individuals and
entities which maintain a business relationship with the Trustee or Note Administrator, as the case may be. Accordingly, each of
the parties agrees to provide to the Trustee and the Note Administrator, upon its request from time to time, such identifying information
and documentation as may be available for such party in order to enable the Trustee and the Note Administrator, as applicable,
to comply with Applicable Law. The Issuer and Company Administrator are subject to laws in the Cayman Islands, which impose similar
obligations to the Applicable Laws, including with regard to verifying the identity and source of funds of investors.


 


ARTICLE
15



ASSIGNMENT OF THE COLLATERAL INTEREST PURCHASE AGREEMENTS


 


Section 15.1     Assignment
of Collateral Interest Purchase Agreement. (a) The Issuer, in furtherance of the covenants of this Indenture and
as security for the Notes and amounts payable to the Secured Parties hereunder and the performance and observance of the provisions
hereof, hereby collaterally assigns, transfers, conveys and sets over to the Trustee, for the benefit of the Noteholders (and
to be exercised on behalf of the Issuer by persons responsible therefor pursuant to this Agreement and the Servicing Agreement),
all of the Issuer’s estate, right, title and interest in, to and under the Collateral Interest Purchase Agreement (now or
hereafter entered into) (an “Article 15 Agreement”), including,
without limitation, (i) the right to give all notices, consents and releases thereunder, (ii) the right to give all
notices of termination and to take any legal action upon the breach of an obligation of the Seller or Collateral Manager thereunder,
including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices,
accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever that
the Issuer is or may be entitled to do thereunder; provided, however, that the Issuer reserves for itself a license
to exercise all of the Issuer’s rights pursuant to the Article 15 Agreement without notice to or the consent of the
Trustee or any other party hereto (except as otherwise expressly required by this Indenture, including, without limitation, as
set forth in Section 15.1(f)) which license shall be and is hereby deemed to be automatically revoked upon the occurrence
of an Event of Default hereunder until such time, if any, that such Event of Default is cured or waived. 






    -194- 


     


    

(b)              The
assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish
the obligations of the Issuer under the provisions of each of the Article 15 Agreement, nor shall any of the obligations contained
in each of the Article 15 Agreement be imposed on the Trustee.


 


(c)              Upon
the retirement of the Notes and the release of the Collateral from the lien of this Indenture, this assignment and all rights herein
assigned to the Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of
the Trustee in, to and under each of the Article 15 Agreement shall revert to the Issuer and no further instrument or act shall
be necessary to evidence such termination and reversion.


 


(d)              The Issuer represents that it has not executed any assignment of the Article 15 Agreement other than this collateral
assignment.


 


(e)              The
Issuer agrees that this assignment is irrevocable, and that it shall not take any action which is inconsistent with this assignment or
make any other assignment inconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee, execute all instruments
of further assurance and all such supplemental instruments with respect to this assignment as the Trustee may specify.


 


(f)              The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Seller in the Collateral Interest
Purchase Agreement to the following:


 


(i)              the
Seller consents to the provisions of this collateral assignment and agrees to perform any provisions of this Indenture made expressly
applicable to the Seller pursuant to the applicable Article 15 Agreement;


 


(ii)              the
Seller acknowledges that the Issuer is collaterally assigning all of its right, title and interest in, to and under the Collateral Interest
Purchase Agreement to the Trustee for the benefit of the Noteholders, and the Seller agrees that all of the representations, covenants
and agreements made by the Seller in the Article 15 Agreement are also for the benefit of, and enforceable by, the Trustee and the
Noteholders; 






    -195- 


     


    

(iii)           
the Seller shall deliver to the Trustee duplicate original copies of all notices, statements, communications and instruments
delivered or required to be delivered to the Issuer pursuant to the applicable Article 15 Agreement;


 


(iv)           
none of the Issuer or the Seller shall enter into any agreement amending, modifying or terminating the applicable Article 15
Agreement, (other than in respect of an amendment or modification to cure any inconsistency, ambiguity or manifest error) or selecting
or consenting to a successor without notifying the Rating Agencies and without the prior written consent and written confirmation
of the Rating Agencies that such amendment, modification or termination will not cause its then-current ratings of the Notes to
be downgraded or withdrawn;


 


(v)            
except as otherwise set forth herein and therein (including, without limitation, pursuant to Section 12 of the Collateral
Management Agreement), the Collateral Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement,
notwithstanding that the Collateral Manager shall not have received amounts due it under the Collateral Management Agreement because
sufficient funds were not then available hereunder to pay such amounts pursuant to the Priority of Payments. The Collateral Manager
agrees not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment of the fees or other amounts payable
to the Collateral Manager under the Collateral Management Agreement until the payment in full of all Notes issued under this Indenture
and the expiration of a period equal to the applicable preference period under the Bankruptcy Code plus ten days following
such payment; and


 


(vi)           
the Collateral Manager irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting
in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes or this
Indenture, and the Collateral Manager irrevocably agrees that all claims in respect of such action or proceeding may be heard
and determined in such New York State or federal court. The Collateral Manager irrevocably waives, to the fullest extent it may
legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Collateral Manager irrevocably
consents to the service of any and all process in any action or Proceeding by the mailing by certified mail, return receipt requested,
or delivery requiring signature and proof of delivery of copies of such initial process to it at Benefit Street Partners L.L.C.,
c/o Benefit Street Partners Realty Trust, Inc., 1345 Avenue of the Americas, Suite 32A, New York, NY 10105, Attention: Micah Goodman.
The Collateral Manager agrees that a final and non-appealable judgment by a court of competent jurisdiction in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. 






    -196- 


     


    

ARTICLE
16



CURE RIGHTS; PURCHASE RIGHTS


 


Section 16.1      [Reserved]


 


Section 16.2      Collateral Interest Purchase Agreements. Following
the Closing Date, unless a Collateral Interest Purchase Agreement is necessary to comply with the provisions of this Indenture,
the Issuer may acquire Collateral Interests in accordance with customary settlement procedures in the relevant markets. In any
event, the Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain from any seller of a Collateral Interest, all
Asset Documents with respect to each Collateral Interest that govern, directly or indirectly, the rights and obligations of the
owner of the Collateral Interest with respect to the Collateral Interest and any certificate evidencing the Collateral Interest.


 


Section 16.3      Representations and Warranties Related to Ramp-Up Collateral
Interests, Reinvestment Collateral Interests and Replenishment Collateral Interests. (a) Upon the acquisition of
any Ramp-Up Collateral Interest, Reinvestment Collateral Interest or Replenishment Collateral Interest by the Issuer, the related
seller shall be required to make representations and warranties substantially in the form attached as Exhibit P with such
exceptions as may be relevant.


 


(b)           
The representations and warranties in Section 16.3(a) with respect to the acquisition of any Ramp-Up Collateral Interest,
Reinvestment Collateral Interest or Replenishment Collateral Interest may be subject to any modification, limitation or qualification
that the Collateral Manager determines to be reasonably acceptable in accordance with the Collateral Management Standard; provided
that the Collateral Manager will provide the Rating Agencies with a report attached to each Monthly Report identifying each such
affected representation or warranty and the modification, exception, limitation or qualification received with respect to the acquisition
of any Ramp-Up Collateral Interest, Reinvestment Collateral Interest or Replenishment Collateral Interest during the period covered
by the Monthly Report, which report may contain explanations by the Collateral Manager as to its determinations.


 


(c)            
The Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain a covenant from the Person making any representation
or warranty to the Issuer pursuant to Section 16.3(a) that such Person shall repurchase the related Collateral Interest
if any such representation or warranty is breached (but only after the expiration of any permitted cure periods and failure to
cure such breach). The purchase price for any Collateral Interest repurchased shall be a price equal to the sum of the following
(in each case, without duplication) as of the date of such repurchase: (i) the then outstanding Principal Balance of such
Collateral Interest, discounted based on the percentage amount of any discount that was applied when such Collateral Interest
was purchased by the Issuer, plus (ii) accrued and unpaid interest on such Collateral Interest, plus (iii) any
unreimbursed advances made under the Indenture or the Servicing Agreement on the Collateral Interest, plus (iv) accrued
and unpaid interest on advances made under the Indenture or the Servicing Agreement on the Collateral Interest, plus (v) any
reasonable costs and expenses (including, but not limited to, the cost of any enforcement action, incurred by the Issuer or the
Trustee in connection with any such repurchase), plus (vi) any Liquidation Fee payable to the Special Servicer in
connection with a repurchase of the Collateral Interest by the Seller. 






    -197- 


     


    

Section 16.4     Operating Advisor. If the Issuer, as holder of a
Participation has the right pursuant to the related Asset Documents to appoint the operating advisor, directing holder or Person
serving a similar function under the Asset Documents, each of the Issuer, the Trustee and the Collateral Manager shall take such
actions as are reasonably necessary to appoint the Collateral Manager to such position.


 


Section 16.5     Purchase Right; Holder of a Majority of the Preferred Shares.
If the Issuer, as holder of a Participation, has the right pursuant to the related Asset Documents to purchase any other interest
in the same Underlying Whole Loan as the Participation (an “Other Tranche”),
the Issuer shall, if directed by the Holder of a Majority of the Preferred Shares, exercise such right, if the Collateral Manager
determines, in accordance with the Collateral Management Standard, that the exercise of the option would be in the best interest
of the Noteholders, but shall not exercise such right if the Collateral Manager determines otherwise. The Collateral Manager shall
deliver to the Trustee an Officer’s Certificate certifying such determination, accompanied by an Act of the Holder of a Majority
of the Preferred Shares directing the Issuer to exercise such right. In connection with the purchase of any such Other Tranche(s),
the Issuer shall assign to the Holder of a Majority of the Preferred Shares or its designee all of its right, title and interest
in such Other Tranche(s) in exchange for a purchase price (such price and any other associated expense of such exercise to be paid
by the Holder of a Majority of the Preferred Shares) of the Other Tranche(s) (or, if the Asset Documents permit, the Issuer may
assign the purchase right to the Holder of a Majority of the Preferred Shares or its designee; otherwise the Holder of a Majority
of the Preferred Shares or its designee shall fund the purchase by the Issuer, which shall then assign the Other Tranche(s) to
the Holder of a Majority of the Preferred Shares or its designee), which amount shall be delivered by such Holder or its designee
from its own funds to or upon the instruction of the Collateral Manager in accordance with terms of the Asset Documents related
to the acquisition of such Other Tranche(s). The Issuer shall execute and deliver at the direction of such Holder of a Majority
of the Preferred Shares such instruments of transfer or assignment prepared by such Holder, in each case without recourse, as shall
be necessary to transfer title to such Holder of the Majority of Preferred Shares or its designee of the Other Tranche(s) and the
Trustee shall have no responsibility with regard to such Other Tranche(s). Notwithstanding anything to the contrary herein, any
Other Tranche purchased hereunder by the Issuer shall not be subject to the Grant to the Trustee under the Granting Clauses.


 


ARTICLE
17



ADVANCING AGENT


 


Section 17.1     Liability of the Advancing Agent. The Advancing Agent
shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Advancing
Agent.


 


Section 17.2     Merger
or Consolidation of the Advancing Agent. (a) The Advancing Agent will keep in full effect its existence, rights
and franchises as a corporation under the laws of the jurisdiction in which it was formed, and will obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Indenture to perform its duties under this Indenture. 






    -198- 


     


    

(b)            
Any Person into which the Advancing Agent may be merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Advancing Agent shall be a party, or any Person succeeding to the business of the Advancing Agent shall
be the successor of the Advancing Agent, hereunder, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding (it being understood and agreed by the parties hereto
that the consummation of any such transaction by the Advancing Agent shall have no effect on the Backup Advancing Agent’s
obligations under Section 10.7, which obligations shall continue pursuant to the terms of Section 10.7).


 


Section 17.3     Limitation on Liability of the Advancing Agent and Others.
None of the Advancing Agent or any of its affiliates, directors, officers, employees or agents shall be under any liability for
any action taken or for refraining from the taking of any action in good faith pursuant to this Indenture, or for errors in judgment;
provided, however, that this provision shall not protect the Advancing Agent against liability to the Issuer or Noteholders
for any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties
hereunder. The Advancing Agent and any director, officer, employee or agent of the Advancing Agent may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Advancing
Agent and any director, officer, employee or agent of the Advancing Agent shall be indemnified by the Issuer pursuant to the priorities
set forth in Section 11.1(a) and held harmless against any loss, liability or expense incurred in connection with any legal
action relating to this Indenture or the Notes, other than any loss, liability or expense (i) specifically required to be
borne by the Advancing Agent pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties
hereunder (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Indenture); or (ii) incurred
by reason of any breach of a representation, warranty or covenant made herein, any misfeasance, bad faith or negligence by the
Advancing Agent in the performance of or negligent disregard of, obligations or duties hereunder or any violation of any state
or federal securities law.


 


Section 17.4     Representations and Warranties of the Advancing Agent.
The Advancing Agent represents and warrants that:


 


(a)            
the Advancing Agent (i) has been duly organized, is validly existing and is in good standing under the laws of the
State of Delaware, (ii) has full power and authority to own the Advancing Agent’s Collateral and to transact the business
in which it is currently engaged, and (iii) is duly qualified and in good standing under the laws of each jurisdiction where
the Advancing Agent’s ownership or lease of property or the conduct of the Advancing Agent’s business requires, or
the performance of this Indenture would require, such qualification, except for failures to be so qualified that would not in the
aggregate have a material adverse effect on the business, operations, Collateral or financial condition of the Advancing Agent
or the ability of the Advancing Agent to perform its obligations under, or on the validity or enforceability of, the provisions
of this Indenture applicable to the Advancing Agent;


 


(b)            
the Advancing Agent has full power and authority to execute, deliver and perform this Indenture; this Indenture has been
duly authorized, executed and delivered by the Advancing Agent and constitutes a legal, valid and binding agreement of the Advancing
Agent, enforceable against it in accordance with the terms hereof, except that the enforceability hereof may be subject to (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and
(ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); 






    -199- 


     


    

(c)            
neither the execution and delivery of this Indenture nor the performance by the Advancing Agent of its duties hereunder
conflicts with or will violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default
under: (i) the Articles of Incorporation and bylaws of the Advancing Agent, (ii) the terms of any indenture, contract,
lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant
or instrument to which the Advancing Agent is a party or is bound, (iii) any law, decree, order, rule or regulation applicable
to the Advancing Agent of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having
jurisdiction over the Advancing Agent or its properties, and which would have, in the case of any of (i), (ii) or (iii) of
this Section 17.4(c), either individually or in the aggregate, a material adverse effect on the business, operations, Collateral
or financial condition of the Advancing Agent or the ability of the Advancing Agent to perform its obligations under this Indenture;


 


(d)            
no litigation is pending or, to the best of the Advancing Agent’s knowledge, threatened, against the Advancing Agent
that would materially and adversely affect the execution, delivery or enforceability of this Indenture or the ability of the Advancing
Agent to perform any of its obligations under this Indenture in accordance with the terms hereof; and


 


(e)            
no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality
or court or other Person is required for the performance by the Advancing Agent of its duties hereunder, except such as have been
duly made or obtained.


 


Section 17.5     Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Advancing Agent and no appointment of a successor Advancing Agent pursuant to this ARTICLE
17 shall become effective until the acceptance of appointment by the successor Advancing Agent under Section 17.6.


 


(b)           
The Advancing Agent may, subject to Section 17.5(a), resign at any time by giving written notice thereof to the Issuer,
the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee, the Servicer, the Noteholders and the Rating Agencies.


 


(c)            
The Advancing Agent may be removed at any time by Act of Supermajority of the Preferred Shares upon written notice delivered
to the Trustee and to the Issuer and the Co-Issuer.


 


(d)            
If the Advancing Agent fails to make a required Interest Advance and it has not determined such Interest Advance to be
a Nonrecoverable Interest Advance, the Collateral Manager may, and at the direction of a Majority of the Controlling Class shall,
terminate such Advancing Agent and replace such Advancing Agent with a successor Advancing Agent, subject to the satisfaction
of the Rating Agency Condition. In the event that the Collateral Manager has not terminated and replaced such Advancing Agent
within 30 days of such Advancing Agent’s failure to make a required Interest Advance, the Trustee may, and at the direction
of a Majority of the Controlling Class shall, terminate such Advancing Agent and appoint a successor Advancing Agent, subject
to the satisfaction of the Rating Agency Condition. Following the termination of the Advancing Agent, the Backup Advancing Agent
will be required to make Interest Advances until a successor advancing agent is appointed. 






    -200- 


     


    

(e)            
Subject to Section 17.5(d), if the Advancing Agent shall resign or be removed, upon receiving such notice of resignation
or removal, the Issuer and the Co-Issuer shall promptly appoint a successor advancing agent by written instrument, in duplicate,
executed by an Authorized Officer of the Issuer and an Authorized Officer of the Co-Issuer, one copy of which shall be delivered
to the Advancing Agent so resigning and one copy to the successor Advancing Agent, together with a copy to each Noteholder, the
Collateral Manager, the Trustee, the Note Administrator, the Servicer and the Special Servicer; provided that such successor
Advancing Agent shall be appointed only subject to satisfaction of the Rating Agency Condition, upon the written consent of a Majority
of Preferred Shareholders. If no successor Advancing Agent shall have been appointed and an instrument of acceptance by a successor
Advancing Agent shall not have been delivered to the Advancing Agent within 30 days after the giving of such notice of resignation,
the resigning Advancing Agent, the Trustee, the Note Administrator, or any Preferred Shareholder, on behalf of himself and all
others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Advancing Agent.


 


(f)            
The Issuer and the Co-Issuer shall give prompt notice of each resignation and each removal of the Advancing Agent and each
appointment of a successor Advancing Agent by mailing written notice of such event by first class mail, postage prepaid, to the
Rating Agencies, the Trustee, the Note Administrator, and to the Holders of the Notes as their names and addresses appear in the
Notes Register.


 


Section 17.6    Acceptance of Appointment by Successor Advancing Agent.
(a) Every successor Advancing Agent appointed hereunder shall execute, acknowledge and deliver to the Issuer, the Co-Issuer,
the Collateral Manager, the Servicer, the Special Servicer, the Trustee, the Note Administrator, and the retiring Advancing Agent
an instrument accepting such appointment hereunder and under the Servicing Agreement. Upon delivery of the required instruments,
the resignation or removal of the retiring Advancing Agent shall become effective and such successor Advancing Agent, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring
Advancing Agent hereunder and under the Servicing Agreement.


 


(b)            
No appointment of a successor Advancing Agent shall become effective unless (1) the Rating Agency Condition has been
satisfied with respect to the appointment of such successor Advancing Agent and (2) such successor has a long-term unsecured
debt rating of at least “A2” by Moody’s, and whose short-term unsecured debt rating is at least “P-1”
from Moody’s.


 


Section 17.7     Removal
and Replacement of Backup Advancing Agent. The Note Administrator shall replace any such successor Advancing Agent
(excluding the Note Administrator in its capacity as Backup Advancing Agent) upon receiving notice that such successor Advancing
Agent’s long-term unsecured debt rating at any time becomes lower than “A2” by Moody’s, and whose short-term
unsecured debt rating becomes lower than “P-1” by Moody’s, with a successor Advancing Agent that has a long-term
unsecured debt rating of at least “A2” by Moody’s, and whose short-term unsecured debt rating is at least “P-1”
from Moody’s.   


 


[SIGNATURE PAGES FOLLOW] 




    -201- 


     


    

IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Indenture as of the day and year first above written.


 





	 	BSPRT 2021-FL6
    ISSUER, LTD., 

as Issuer
	 	 	 
	 	Executed
    as a deed
	 	 	 
	 	By: 	/s/
    Micah Goodman
	 	 	Name:  Micah
    Goodman
	 	 	Title:  Authorized
    Signatory




 


BSPRT 2021-FL6
 – Indenture




     


     


    




	 	BSPRT 2021-FL6 CO-ISSUER,
LLC, 

as Co-Issuer
	 	 	 
	 	By: 	/s/
    Micah Goodman
	 	 	Name:  Micah
    Goodman
	 	 	Title:  Authorized
    Signatory




 


BSPRT 2021-FL6
 – Indenture




     


     


    




	 	BENEFIT STREET PARTNERS REALTY
OPERATING PARTNERSHIP, L.P., 

as Advancing Agent
	 	 	 
	 	By: 	/s/
    Micah Goodman
	 	 	Name:  Micah
    Goodman
	 	 	Title:  Authorized
    Signatory





 


BSPRT 2021-FL6
 – Indenture




     


     


    




	 	U.S. BANK NATIONAL
ASSOCIATION, 

as Note Administrator
	 	 	 
	 	By: 	/s/ Scott D. Ross
	 	 	Name:  Scott D. Ross
	 	 	Title:  Senior Vice President





 





	 	U.S. BANK NATIONAL
ASSOCIATION, 

as Trustee
	 	 	 
	 	By: 	/s/ Scott D. Ross
	 	 	Name:  Scott D. Ross
	 	 	Title:  Senior Vice President


 





	 	U.S. BANK NATIONAL
ASSOCIATION, 

as Custodian
	 	 	 
	 	By: 	/s/ Scott D. Ross
	 	 	Name:  Scott D. Ross
	 	 	Title:  Senior Vice President


 


BSPRT 2021-FL6
 – Indenture




     


     


    

SCHEDULE A



COLLATERAL INTEREST SCHEDULE


 


	#	 	Collateral Interest Name	 	Collateral Interest Cut-off 
 Date Balance	 	 	Collateral Interest Type
	1.        	 	Taylor at Copperfield Apartments	 	$	54,500,000	 	 	Whole Loan
	2.        	 	1660 Lincoln	 	$	43,751,166	 	 	Participation
	3.        	 	Jerome Apartments (f/k/a Eagle Crest)	 	$	40,936,800	 	 	Participation
	4.        	 	Greensboro Multifamily Portfolio	 	$	36,200,000	 	 	Participation
	5.        	 	Palms on Lamar	 	$	32,370,000	 	 	Participation
	6.        	 	Prime Self Storage Portfolio	 	$	29,895,000	 	 	Whole Loan
	7.        	 	Cheyenne Industrial	 	$	27,435,182	 	 	Participation
	8.        	 	Insulet Headquarters	 	$	26,852,620	 	 	Participation
	9.        	 	Kendall Lake Apartments	 	$	21,000,000	 	 	Participation
	10.     	 	HUE at Chroma	 	$	21,000,000	 	 	Whole Loan
	11.     	 	Landmark Building	 	$	16,320,000	 	 	Participation
	12.     	 	4 West Las Olas	 	$	13,000,000	 	 	Participation
	13.     	 	The Lynx	 	$	12,325,000	 	 	Whole Loan
	14.     	 	CVS Portfolio – WI & RI	 	$	11,962,500	 	 	Whole Loan
	15.     	 	Preserve at Cypress Creek	 	$	11,820,000	 	 	Participation
	16.     	 	Prime Self Storage Snellville	 	$	11,600,000	 	 	Whole Loan
	17.     	 	The Aspen (f/k/a Buffalo Springs Apartments)	 	$	10,153,000	 	 	Participation
	18.     	 	Stone Brooke Apartments	 	$	8,250,000	 	 	Participation
	19.     	 	Tryon House	 	$	6,300,000	 	 	Participation
	20.     	 	Crown Pointe Apartments	 	$	5,730,000	 	 	Whole Loan
	21.     	 	Magnolia Hall	 	$	5,400,000	 	 	Whole Loan





    Sch. A-1 


     


    

SCHEDULE B



Benchmark


 


Calculation of the Benchmark


 


For purposes of calculating
the London Interbank Offer Rate (“LIBOR”), the Issuer and the Co-Issuer
shall initially appoint the Note Administrator as calculation agent (in such capacity, the “Calculation
Agent”). LIBOR with respect to any Interest Accrual Period shall be determined by the Calculation Agent in accordance
with the following provisions:


 


1.              
On the second London Banking Day preceding the first Business Day of an Interest Accrual Period (each such day, a “LIBOR
Determination Date”), LIBOR (other than for the initial Interest Accrual Period) shall equal the rate, as obtained
by the Calculation Agent, for deposits in U.S. Dollars for a period of one month, which appears on the Reuters Page LIBOR01
(or such other page that may replace that page on such service for the purpose of displaying comparable rates) as reported by Bloomberg
Financial Markets Commodities News as of 11:00 a.m., London time, on the LIBOR Determination Date. “London
Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in London, England.


 


2.              
If such rate does not appear on Reuters Screen LIBOR01 (or its equivalent), as of the LIBOR Determination Date, then LIBOR
will be the LIBOR rate used for the immediately preceding Interest Accrual Period.


 


3.              
In respect of the initial Interest Accrual Period, LIBOR shall be determined on the second London Banking Day preceding
the Closing Date.


 


4.              
Notwithstanding the foregoing, in no event shall LIBOR be less than zero.


 


In making the above
calculations, (A) all percentages resulting from the calculation (other than the calculation determined pursuant to clause (2)
above) shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (0.00001%) and (B) all
percentages determined pursuant to clause (c) above shall be rounded, if necessary, in accordance with the method set forth
in (A), but to the same degree of accuracy as the two rates used to make the determination (except that such percentages shall
not be rounded to a lower degree of accuracy than the nearest one thousandth of a percentage point (0.001%)). 




    Sch. B-1 


     


    

SCHEDULE C



LIST OF AUTHORIZED OFFICERS OF COLLATERAL MANAGER


 


	Name	 	Title
	Thomas J. Gahan	 	Chief Executive Officer
	Michael E. Paasche	 	Senior Managing Director
	Richard Byrne	 	President
	David J. Manlowe	 	Chief Operating Officer and Senior Managing Director
	Michael Comparato	 	Managing Director and Head of BSP CRE
	Matt Jacobs	 	Managing Director and Chief Credit Officer of BSP CRE
	Tanya Mollova	 	Managing Director and Head of Asset Management
	Tiffany Putman	 	Managing Director and Head of Securitization
	Jerry Wong	 	Managing Director and Head of CRE Structuring and Trading
	Micah J. Goodman	 	Managing Director and General Counsel
	Jerome Baglien	 	CFO Commercial Real Estate Debt









    Sch. C-1