Exhibit 10.1


 


EXECUTION VERSION


 


 



 


BSPRT 2017-FL2 ISSUER, LTD.,

as Issuer,


 


BSPRT 2017-FL2 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 November 29, 2017


 


 



 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE 1
	 
	DEFINITIONS
	 	 	 
	Section 1.1	Definitions	3
	Section 1.2	Interest Calculation Convention	39
	Section 1.3	Rounding Convention	39
	 	 	 
	ARTICLE 2
	 
	THE NOTES
	 	 	 
	Section 2.1	Forms Generally	39
	Section 2.2	Forms of Notes and Certificate of Authentication	39
	Section 2.3	Authorized Amount; Stated Maturity Date; and Denominations	41
	Section 2.4	Execution, Authentication, Delivery and Dating	41
	Section 2.5	Registration, Registration of Transfer and Exchange	42
	Section 2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note	49
	Section 2.7	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	50
	Section 2.8	Persons Deemed Owners	54
	Section 2.9	Cancellation	54
	Section 2.10	Global Notes; Definitive Notes; Temporary Notes	54
	Section 2.11	U.S. Tax Treatment of Notes and the Issuer	56
	Section 2.12	Authenticating Agents	57
	Section 2.13	Forced Sale on Failure to Comply with Restrictions	57
	Section 2.14	No Gross Up	58
	Section 2.15	Credit Risk Retention	58
	 	 	 
	ARTICLE 3
	 
	CONDITIONS PRECEDENT; PLEDGED MORTGAGE ASSETS
	 	 	 
	Section 3.1	General Provisions	58
	Section 3.2	Security for Notes	61
	Section 3.3	Transfer of Collateral	62
	 	 	 
	ARTICLE 4
	 
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 4.1	Satisfaction and Discharge of Indenture	70
	Section 4.2	Application of Amounts held in Trust	72
	Section 4.3	Repayment of Amounts Held by Paying Agent	72


 




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	Section 4.4	Limitation on Obligation to Incur Company Administrative Expenses	73
	 	 	 
	ARTICLE 5
	 
	REMEDIES
	 	 	 
	Section 5.1	Events of Default	73
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	75
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	77
	Section 5.4	Remedies	79
	Section 5.5	Preservation of Collateral	81
	Section 5.6	Trustee May Enforce Claims Without Possession of Notes	82
	Section 5.7	Application of Amounts Collected	83
	Section 5.8	Limitation on Suits	83
	Section 5.9	Unconditional Rights of Noteholders to Receive Principal and Interest	84
	Section 5.10	Restoration of Rights and Remedies	84
	Section 5.11	Rights and Remedies Cumulative	84
	Section 5.12	Delay or Omission Not Waiver	84
	Section 5.13	Control by the Controlling Class	84
	Section 5.14	Waiver of Past Defaults	85
	Section 5.15	Undertaking for Costs	86
	Section 5.16	Waiver of Stay or Extension Laws	86
	Section 5.17	Sale of Collateral	86
	Section 5.18	Action on the Notes	87
	 	 	 
	ARTICLE 6
	 
	THE TRUSTEE AND NOTE ADMINISTRATOR
	 	 	 
	Section 6.1	Certain Duties and Responsibilities	87
	Section 6.2	Notice of Default	89
	Section 6.3	Certain Rights of Trustee and Note Administrator	90
	Section 6.4	Not Responsible for Recitals or Issuance of Notes	92
	Section 6.5	May Hold Notes	92
	Section 6.6	Amounts Held in Trust	93
	Section 6.7	Compensation and Reimbursement	93
	Section 6.8	Corporate Trustee Required; Eligibility	94
	Section 6.9	Resignation and Removal; Appointment of Successor	95
	Section 6.10	Acceptance of Appointment by Successor	97
	Section 6.11	Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator	97
	Section 6.12	Co-Trustees and Separate Trustee	98
	Section 6.13	Direction to enter into the Servicing Agreement	99
	Section 6.14	Representations and Warranties of the Trustee	99
	Section 6.15	Representations and Warranties of the Note Administrator	100
	Section 6.16	Requests for Consents	100
	Section 6.17	Withholding	101


 




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	ARTICLE 7
	 
	COVENANTS
	 	 	 
	Section 7.1	Payment of Principal and Interest	101
	Section 7.2	Maintenance of Office or Agency	102
	Section 7.3	Amounts for Note Payments to be Held in Trust	102
	Section 7.4	Existence of the Issuer and Co-Issuer	104
	Section 7.5	Protection of Collateral	106
	Section 7.6	Notice of Any Amendments	108
	Section 7.7	Performance of Obligations	108
	Section 7.8	Negative Covenants	109
	Section 7.9	Statement as to Compliance	111
	Section 7.10	Issuer and Co-Issuer May Consolidate or Merge Only on Certain Terms	112
	Section 7.11	Successor Substituted	115
	Section 7.12	No Other Business	115
	Section 7.13	Reporting	115
	Section 7.14	Calculation Agent	116
	Section 7.15	REIT Status	117
	Section 7.16	Permitted Subsidiaries	118
	Section 7.17	Repurchase Requests	119
	Section 7.18	Servicing of Mortgage Loans and Control of Servicing Decisions	119
	Section 7.19	ABS Due Diligence Services	119
	 	 	 
	ARTICLE 8
	 
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 8.1	Supplemental Indentures Without Consent of Securityholders	120
	Section 8.2	Supplemental Indentures with Consent of Securityholders	123
	Section 8.3	Execution of Supplemental Indentures	125
	Section 8.4	Effect of Supplemental Indentures	126
	Section 8.5	Reference in Notes to Supplemental Indentures	127
	 	 	 
	ARTICLE 9
	 
	REDEMPTION OF SECURITIES; REDEMPTION PROCEDURES
	 	 	 
	Section 9.1	Clean-up Call; Tax Redemption; Optional Redemption; and Auction Call Redemption	127
	Section 9.2	Notice of Redemption	129
	Section 9.3	Notice of Redemption or Maturity by the Issuer	129
	Section 9.4	Notes Payable on Redemption Date	130
	Section 9.5	Mandatory Redemption	130


 




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	ARTICLE 10
	 
	ACCOUNTS, ACCOUNTINGS AND RELEASES
	 	 	 
	Section 10.1	Collection of Amounts; Custodial Account	131
	Section 10.2	[Reserved.]	131
	Section 10.3	Payment Account	131
	Section 10.4	Permitted Funded Companion Participation Acquisition Account	132
	Section 10.5	[Reserved.]	133
	Section 10.6	[Reserved.]	133
	Section 10.7	Interest Advances	133
	Section 10.8	Reports by Parties	136
	Section 10.9	Reports; Accountings	136
	Section 10.10	Release of Mortgage Assets; Release of Collateral	139
	Section 10.11	[Reserved.]	140
	Section 10.12	Information Available Electronically	140
	Section 10.13	Investor Q&A Forum; Investor Registry	144
	Section 10.14	Certain Procedures	146
	 	 	 
	ARTICLE 11
	 
	APPLICATION OF FUNDS
	 	 	 
	Section 11.1	Disbursements of Amounts from Payment Account	146
	Section 11.2	Securities Accounts	151
	 	 	 
	ARTICLE 12
	 
	SALE OF MORTGAGE ASSETS; ACQUISITION OF RELATED FUNDED COMPANION PARTICIPATIONS; FUTURE FUNDING ESTIMATES
	 	 	 
	Section 12.1	Sales of Mortgage Assets	151
	Section 12.2	Acquisition of Funded Companion Participations	153
	Section 12.3	Ongoing Future Advance Estimates	154
	 	 	 
	ARTICLE 13
	 
	NOTEHOLDERS’ RELATIONS
	 	 	 
	Section 13.1	Subordination	156
	Section 13.2	Standard of Conduct	158
	 	 	 
	ARTICLE 14
	 
	MISCELLANEOUS
	 	 	 
	Section 14.1	Form of Documents Delivered to the Trustee and Note Administrator	158
	Section 14.2	Acts of Securityholders	159


 




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	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 Directing Holder and the Rating Agencies	160
	Section 14.4	Notices to Noteholders; Waiver	163
	Section 14.5	Effect of Headings and Table of Contents	163
	Section 14.6	Successors and Assigns	164
	Section 14.7	Severability	164
	Section 14.8	Benefits of Indenture	164
	Section 14.9	Governing Law; Waiver of Jury Trial	164
	Section 14.10	Submission to Jurisdiction	164
	Section 14.11	Counterparts	165
	Section 14.12	Liability of Co-Issuers	165
	Section 14.13	17g-5 Information	165
	Section 14.14	Rating Agency Condition	167
	Section 14.15	Patriot Act Compliance	168
	 	 	 
	ARTICLE 15
	 
	ASSIGNMENT OF THE MORTGAGE ASSET PURCHASE AGREEMENT
	 	 	 
	Section 15.1	Assignment of Mortgage Asset Purchase Agreement	168
	 	 	 
	ARTICLE 16
	 
	ADVANCING AGENT
	 	 	 
	Section 16.1	Liability of the Advancing Agent	169
	Section 16.2	Merger or Consolidation of the Advancing Agent	170
	Section 16.3	Limitation on Liability of the Advancing Agent and Others	170
	Section 16.4	Representations and Warranties of the Advancing Agent	171
	Section 16.5	Resignation and Removal; Appointment of Successor	171
	Section 16.6	Acceptance of Appointment by Successor Advancing Agent	172
	Section 16.7	Removal and Replacement of Backup Advancing Agent	173


 


	SCHEDULES	 
	 	 
	Schedule A	Schedule of Mortgage Assets
	Schedule B	LIBOR
	 	 
	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 Secured Floating
	 	Rate Note (Global Note)
	Exhibit B-2	Form of Class A-S Secured Floating
	 	Rate Note (Definitive Note)




 




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	Exhibit C-1	Form of Class B Secured Floating
	 	Rate Note (Global Note)
	Exhibit C-2	Form of Class B Secured Floating
	 	Rate Note (Definitive Note)
	Exhibit D-1	Form of Class C Secured Floating
	 	Rate Note (Global Note)
	Exhibit D-2	Form of Class C Secured Floating
	 	Rate Note (Definitive Note)
	Exhibit E-1	Form of Class D Secured Floating
	 	Rate Note (Global Note)
	Exhibit E-2	Form of Class D Secured Floating
	 	Rate Note (Definitive Note)
	Exhibit F-1	Form of Class E Secured Floating
	 	Rate Note (Global Note)
	Exhibit F-2	Form of Class E Secured Floating
	 	Rate Note (Definitive Note)
	Exhibit G-1	Form of Class F Secured Floating
	 	Rate Note (Global Note)
	Exhibit G-2	Form of Class F Secured Floating
	 	Rate Note (Definitive Note)
	Exhibit H-1	Form of Transfer Certificate – Regulation S Global Note
	Exhibit H-2	Form of Transfer Certificate – Rule 144A Global Note
	Exhibit H-3	Form of Transfer Certificate – Definitive Note
	Exhibit I	Form of Closing Document Checklist Regarding the Mortgage Asset File
	Exhibit J	Form of Trust Receipt
	Exhibit K	Form of Request for Release
	Exhibit L	Form of NRSRO Certification
	Exhibit M	Form of Note Administrator’s Monthly Report
	Exhibit N-1	Form of Investor Certification (for Non-Borrower Affiliates)
	Exhibit N-2	Form of Investor Certification (for Borrower Affiliates)
	Exhibit O	Form of Online Market Data Provider Certification
	Exhibit P	Form of Acquisition of Funded Companion Participation Officer’s Certificate
	Exhibit Q	Form of Subsequent Transfer Instrument




 




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INDENTURE, dated as of
November 29, 2017, by and among BSPRT 2017-FL2 ISSUER, LTD., an exempted company incorporated in the Cayman Islands with limited
liability (the “Issuer”), BSPRT 2017-FL2 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, custodian 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 of the related Companion Participation Holder therein and excluding any
interest in the Excepted Property):


 


(a)          the
Mortgage Assets listed in the Schedule of Closing Date Mortgage Assets that the Issuer purchases on the Closing Date and causes
to be delivered to the Trustee (directly or through an agent or bailee) herewith, all payments thereon or with respect thereto
other than Retained Interests, if any, under, and as defined in, the Mortgage Asset Purchase Agreement,


 


(b)          all
Funded Companion Participations acquired by the Issuer after the Closing Date in accordance with the terms of this Indenture, and
all payments thereon or with respect thereto,


 




     


     


    

 


(c)          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,


 


(d)          the
Eligible Investments,


 


(e)          the
rights of the Issuer under the Mortgage Asset Purchase Agreement, the Company Administration Agreement and the Servicing Agreement,


 


(f)           all
amounts delivered to the Note Administrator (directly or through a securities intermediary),


 


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


 


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


 


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


 


The collateral described
in the foregoing clauses (a) through (i), with the exception of the Excepted Property, is referred to herein as the “Collateral.”
Such Grants are made to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any
other 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 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 (together, the “Secured Obligations”). 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 “Mortgage Asset” 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.


 




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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.


 


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://www.usbank.com/cdo,
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 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.


 


“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.


 




    	 	-3-	 



     


    

 


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


 


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


 


“Advancing Agent”:
Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited 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.


 


“Affiliate”
or “Affiliated”: 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.


 


“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 (including, in the case of any Class of Deferred
Interest Notes, any Deferred Interest on such Classes).


 


“Aggregate Outstanding
Portfolio Balance”: On any Measurement Date, the sum of (without duplication) (i) the aggregate Principal Balance
of the Mortgage Assets, (ii) the aggregate Principal Balance of all Principal Proceeds held as Cash and Eligible Investments and
(iii) all Cash and Eligible Investments held in the Permitted Funded Companion Participation Acquisition Account.


 


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


 


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


 




    	 	-4-	 



     


    

 


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


 


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


 


“Asset Documents”:
The indenture, loan agreement, note, mortgage, intercreditor agreement, participation agreement, co-lender agreement or other agreement
pursuant to which a Mortgage Asset or Mortgage Loan has been issued or created and each other agreement that governs the terms
of or secures the obligations represented by such Mortgage Asset or Mortgage Loan or of which holders of such Mortgage Asset or
Mortgage Loan are the beneficiaries.


 


“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 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.”


 


“Backup Advancing
Agent Fee”: The fee payable monthly in arrears on each Payment Date to the Backup Advancing Agent in accordance with
the Priority of Payments, equal to 0.001% 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.


 


“Bankruptcy
Code”: The federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Law (2016 Revision) of
the Cayman Islands, the Bankruptcy Law (1997 Revision) of the Cayman Islands, the Companies Winding Up Rules 2008 of the Cayman
Islands and the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2008 of the Cayman Islands, each as amended from
time to time.


 


“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.


 




    	 	-5-	 



     


    

 


“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.


 


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


 


“BSPRT Holder”:
BSPRT 2017-FL2 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”: At any time, (i) with respect to any Modified Mortgage Asset, the Principal Balance thereof minus any related
Appraisal Reduction Amounts and (ii) with respect to any Defaulted Mortgage Asset, the lowest of: (a) the Moody’s Recovery
Rate of such Mortgage Asset multiplied by the Principal Balance of such Mortgage Asset, (b) the market value of such Mortgage Asset,
as determined by the Special Servicer in accordance with the Servicing 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 Special Servicer
deems appropriate and (c) the Principal Balance of such Mortgage Asset, minus any Appraisal Reduction Amount allocated to such
Mortgage Asset.


 


With respect to any Participated
Mortgage Loan, any Calculation Amount will be deemed allocated on a pro rata and pari passu basis among the related
Participations (based on the outstanding principal balance thereof).


 


“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 FATCA
Legislation”: The Cayman Islands Tax Information Authority Law (2017 Revision) and the Organisation for Economic Co-operation
and Development’s Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (each
as amended) (including any implementing legislation, rules, regulations and guidance notes with respect to such laws), as amended
from time to time.


 


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


 


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


 




    	 	-6-	 



     


    

 


“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 or the
Class F 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 360 and (iii) the Class A Rate.


 


“Class A Notes”:
The Class A Senior Secured Floating Rate Notes due 2034, 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)
(i) with respect to each Payment Date (and related Interest Accrual Period) prior to the Payment Date in March 2022, 0.820% and
(ii) with respect to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in March 2022, 1.070%.


 


“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 360 and (iii) the Class A-S Rate.


 


“Class A-S Notes”:
The Class A-S Second Priority Secured Floating Rate Notes due 2034, 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) (i) with respect to each
Payment Date (and related Interest Accrual Period) prior to the Payment Date in October 2022, 1.100% and (ii) with respect to each
Payment Date (and related Interest Accrual Period) on and after the Payment Date in October 2022, 1.350%.


 




    	 	-7-	 



     


    

 


“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).


 


“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 360 and (iii) the Class B Rate.


 


“Class B Notes”:
The Class B Third Priority Secured Floating Rate Notes due 2034, 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) (i) with respect
to each Payment Date (and related Interest Accrual Period) prior to the Payment Date in November 2022, 1.400% and (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in November 2022, 1.900%.


 


“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 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 360 and (iii) the Class C Rate.


 


“Class C Notes”:
The Class C Fourth Priority Secured Floating Rate Notes due 2034, 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) (i) with respect
to each Payment Date (and related Interest Accrual Period) prior to the Payment Date in November 2022, 2.150% and (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in November 2022, 2.650%.


 


“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).


 




    	 	-8-	 



     


    

 


“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 360 and (iii) the Class D Rate.


 


“Class D Notes”:
The Class D Fifth Priority Secured Floating Rate Notes due 2034, 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) (i) with respect to each
Payment Date (and related Interest Accrual Period) prior to the Payment Date in January 2023, 3.450% and (ii) with respect to each
Payment Date (and related Interest Accrual Period) on and after the Payment Date in January 2023, 3.950%.


 


“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 Amount”: So long as any Class A Notes, Class A-S Notes, Class B Notes, Class D Notes or Class E 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 (including Deferred Interest) on the first day of the
related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the
Class E Rate.


 


“Class E Notes”:
The Class E Sixth Priority Secured Floating Rate Notes due 2034, 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) 5.500% per annum.


 


“Class F Defaulted
Interest Amount”: With respect to the Class F Notes as of each Payment Date, 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).


 




    	 	-9-	 



     


    

 


“Class F Deferred
Interest Amount”: 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.


 


“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 (including Deferred Interest) on the first day of the
related Interest Accrual Period, (ii) the actual number of days in such Interest Accrual Period divided by 360 and (iii) the
Class F Rate.


 


“Class F Notes”:
The Class F Seventh Priority Secured Floating Rate Notes due 2034, issued by the Issuer and the Co-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) 7.500% per annum.


 


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


 


“Clean-up Call
Date”: The meaning specified in Section 9.1 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”:
November 29, 2017.


 


“Closing Date
Mortgage Assets”: The Mortgage Assets acquired by the Issuer on the Closing Date, which are listed on Schedule A
attached hereto.


 


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


 


“Co-Issuer”:
BSPRT 2017-FL2 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.


 


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


 




    	 	-10-	 



     


    

 


“Committed Warehouse
Line”: The meaning specified in the Servicing Agreement.


 


“Companion Participation
Holder”: The holder of any Future Funding Participation or any Funded Companion Participation, as applicable.


 


“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.


 


“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 Mortgage Assets, (vi) the
Advancing Agent or other Persons as indemnification pursuant to the provisions pertaining to the Advancing Agent in this Indenture,
(vii) the Servicer or the Special Servicer as indemnification or reimbursement of expenses pursuant to the Servicing Agreement,
(viii) the CREFC® Intellectual Property Royalty License Fee, (ix) the Preferred Share Paying Agent
and the Share Registrar pursuant to the Preferred Share Paying Agency Agreement (including amounts payable as indemnification),
(x) any other Person in respect of any governmental fee, charge or tax (including any FATCA 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, and (xi)  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 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 Mortgage Assets 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 amounts payable in respect of the Notes.


 




    	 	-11-	 



     


    

 


“Company Administrator”:
Estera Trust (Cayman) 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.


 


“Consultation
Termination Event”: The meaning specified in the Servicing Agreement.


 


“Control Termination
Event”: The meaning specified in the Servicing Agreement.


 


“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.


 


“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 – BSPRT 2017-FL2; (b) for the delivery of the Asset Documents, 1133 Rankin Street,
Suite 100, St. Paul, Minnesota 55116, Attention: Commercial Certifications – BSPRT 2017-FL2; and (c) for all other purposes,
190 South LaSalle Street, 8th Floor, Chicago, Illinois 60603, Attention: Corporate Trust Services – BSPRT 2017-FL2 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 17g-5 Information Provider and the parties hereto.


 


“Credit Risk
Mortgage Asset”: The meaning specified in the Servicing Agreement.


 


“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 Mortgage Asset 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 Mortgage Asset 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 Mortgage Asset is computed and shall be prorated for partial periods.


 




    	 	-12-	 



     


    

 


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


 


“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.


 


“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 Interest
Amount”: The Class A Defaulted Interest Amount, the Class A-S Defaulted Interest Amount, the Class B Defaulted Interest
Amount, the Class C Defaulted Interest Amount, the Class D Defaulted Interest Amount, the Class E Defaulted Interest Amount and/or
the Class F Defaulted Interest Amount, as the context requires.


 


“Defaulted Mortgage
Asset”: Any Mortgage Asset for which the related Mortgage Loan is a Defaulted Mortgage Loan.


 


“Defaulted Mortgage
Loan”: Any Mortgage Loan as to which there has occurred and is continuing for more than sixty (60) 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 Special 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 Mortgage Loan as
to which an Appraisal Reduction Event has not occurred due to the circumstances specified in clause (v) of the definition thereof
and is not otherwise a Defaulted Mortgage Loan shall be deemed not to be Defaulted Mortgage Loan for purposes of determining the
Calculation Amount for the Note Protection Test.


 


“Deferred Interest”:
The meaning specified in Section 2.7(a) hereof.


 


“Deferred Interest
Notes”: The Class E Notes and Class F Notes, to the extent such Class is not the most senior Class Outstanding.


 


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


 


“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
in December 2017.


 




    	 	-13-	 



     


    

 


“Directing Holder”:


 


(i)          With
respect to each Mortgage Asset other than the Non-Serviced Mortgage Assets,


 


(a)          if
and for so long as a Control Shift Event has not occurred with respect to the Preferred Shares (or, if such a Control Shift Event
has occurred, it is no longer continuing), the holder of a majority of the Preferred Shares,


 


(b)          if
and for so long as a Control Shift Event has occurred and is continuing with respect to the Preferred Shares, but a Control Shift
Event has not occurred with respect to the Class F Notes (or, if a Control Shift Event has occurred, it is no longer continuing),
the holder of a majority of the Class F Notes and


 


(c)          if
and for so long as a Control Shift Event has occurred and is continuing with respect to the Class F Notes, but a Control Shift
Event has not occurred with respect to the Class E Notes (or, if a Control Shift Event has occurred, it is no longer continuing),
the holder of a majority of the Class E Notes; or


 


(ii)         with
respect to each Non-Serviced Mortgage Asset, the holder of the related Funded Companion Participation.


 


The initial Directing
Holder with respect to all of the Mortgage Assets other than the Non-Serviced Mortgage Assets is BSPRT Holder. An affiliate of
the Seller, BSPRT 2017-FL1 Issuer, Ltd., will be the holder of the Funded Companion Participations related to the Non-Serviced
Mortgage Assets and the related collateral managed, on its behalf, will be the initial Directing Holder with respect to the related
Mortgage Assets.


 


“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 Issuer, based in part on
expenses incurred by the Trustee, Custodian and Note Administrator and reported to the Servicer.


 


“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.


 




    	 	-14-	 



     


    

 


“Eligible Account”:
(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, (i) a long-term unsecured debt rating of at least “Aa3” by Moody’s
and a short-term unsecured debt rating at least equal to “P-1” by Moody’s; (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); or (c) any other account approved
by the Rating Agencies.


 


“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, and a short-term unsecured debt rating not less than
“P-1” by Moody’s;


 


(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;


 




    	 	-15-	 



     


    

 


(iv)        commercial
paper or other similar short-term obligations (including that of the Note Administrator or the commercial department of any successor
Note Administrator, as the case may be, or any affiliate thereof; provided that such Person otherwise meets the criteria
specified herein) having at the time of such investment a short-term unsecured debt rating not less than “P-1” by Moody’s;
provided, further, that the issuer thereof must also have at the time of such investment a senior 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 unsecured debt rating 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 that
mature no later than three (3) 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.


 


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


 




    	 	-16-	 



     


    

 


“EU Risk Retention
Letter”: That certain risk retention letter delivered by BSPRT Operating Partnership and BSPRT Holder to the Issuer,
the Co-Issuer, the Trustee and the Placement Agents, dated November 29, 2017.


 


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


 


“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 bank 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.


 


“Excluded Permitted
Principal Proceeds:” The meaning specific in Section 10.4(d) hereof.


 


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


 


“FATCA”:
Sections 1471 through 1474 of the Code, as of the date of this Indenture (or any amended or successor version that is substantially
comparable) and any current or future 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, including any agreements
entered into pursuant to section 1471(b)(1) of the Code or any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance
notes or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such
sections of the Code of analogous provisions of non-U.S. law. For the avoidance of doubt, “FATCA” shall also refer
to Cayman FATCA Legislation.


 


“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.


 


“Funded Companion
Participation”: With respect to each Mortgage Asset that is a Participation with a fully-funded companion participation
as of the Closing Date, each related pari passu or junior fully-funded companion participation, which (unless it is acquired
after the Closing Date in accordance with the terms of this Indenture) is not an asset of the Issuer and is not part of the Collateral.


 


“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.


 




    	 	-17-	 



     


    

 


“Future Funding
Acquisition Criteria”: The following criteria that shall be satisfied with respect to each Funded Companion Participation
as of the related acquisition date of such Funded Companion Participation:


 


(a)          the
underlying Mortgage Loan is not a Defaulted Mortgage Loan or a Specially Serviced Mortgage Loan;


 


(b)          upon
acquisition, the Funded Companion Participation will not be a Credit Risk Mortgage Asset;


 


(c)          no
Event of Default has occurred and is continuing;


 


(d)          the
requirements set forth in Section 12.2(c) 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
Special Servicer);


 


(e)          no
Control Termination Event has occurred and is continuing;


 


(f)          the
Note Protection Tests are satisfied as of the most recent Measurement Date; and


 


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


 


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


 


“Future Funding
Amount”: The unfunded future funding commitment of any Future Funding Participation.


 


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


 


“Future Funding
Participation”: With respect to each Mortgage Asset that is a Participation, the related future funding companion participation
interest, which (unless it is acquired as a Funded Companion Participation after the Closing Date in accordance with the terms
of this Indenture) is not an asset of the Issuer and is not part of the Collateral.


 


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


 


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


 




    	 	-18-	 



     


    

 


“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.


 


“Goldman”:
Goldman Sachs & Co. LLC.


 


“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 certain resolutions of its Board of Directors 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 set-off 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.


 


“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.


 


“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 Permitted Funded Companion Participation Acquisition Account and the Custodial Account.


 




    	 	-19-	 



     


    

 


“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.


 


“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.


 


“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) 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 Mortgage Assets (excluding, subject
to clause (3) below, accrued and unpaid interest on Defaulted Mortgage Assets); provided that no interest (or dividends
or other distributions) will be included with respect to any Mortgage Asset to the extent that such Mortgage Asset 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 (B) 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 (3); by


 




    	 	-20-	 



     


    

 


(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.


 


For purposes of calculating
any Interest Coverage Ratio, (1) the expected interest income on the Mortgage Assets and Eligible Investments and the expected
interest payable on the 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 Mortgage Assets and any payment that the Servicer or Special Servicer has determined in its reasonable
judgment will not be made in cash or received when due and (4) with respect to any Mortgage Asset 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).


 


“Interest Coverage
Test”: The test that will be met as of any Measurement Date on which any Notes remain Outstanding if the Interest Coverage
Ratio as of such Measurement Date is equal to or greater than 120.00%.


 


“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 and the Class F 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 Mortgage Asset or an Eligible Investment) or other distributions (excluding Principal Proceeds) received during the related
Due Period on all Mortgage Assets other than Defaulted Mortgage Assets (net of 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 pursuant to the terms of the Servicing Agreement (and, with respect
to each Non-Serviced Mortgage Loan, net of amounts payable to the servicer and special servicer under the applicable servicing
agreement)) and Eligible Investments, including the accrued interest received in connection with a sale of such Mortgage Assets
or Eligible Investments but excluding any payment of interest included in Principal Proceeds pursuant to clause (A)(4) of the definition
of Principal Proceeds,


 




    	 	-21-	 



     


    

 


(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 Mortgage Asset received during the related Due Period,


 


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


 


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


 


(5) all Cash payments
corresponding to accrued original issue discount on Eligible Investments,


 


(6) any interest payments
received in Cash by the Issuer during the related Due Period on any asset held by a Permitted Subsidiary, other than interest payments
received in respect of Defaulted Mortgage Assets,


 


(7) all payments of principal
on Eligible Investments purchased with any other Interest Proceeds,


 


(8) Cash and Eligible
Investments contributed by BSPRT Holder, as holder of 100% of the Preferred Shares, pursuant to the terms of this Indenture and
designated as “Interest Proceeds” by BSPRT Holder; and


 


(9) all other Cash
payments received with respect to the Mortgage Assets during the related Due Period that are not Principal Proceeds,


 


minus (B) the
aggregate amount of any Nonrecoverable Interest Advances that were previously reimbursed 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 N-1 or Exhibit N-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 the Directing Holder 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 Mortgage 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 Mortgage 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.


 




    	 	-22-	 



     


    

 


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


 


“Issuer”:
BSPRT 2017-FL2 Issuer, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability, 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 Servicer 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 Servicer, as applicable, shall constitute an Issuer Order, in each case except to the extent that the Trustee or Note
Administrator reasonably requests otherwise.


 


“JPMS”:
J.P. Morgan Securities LLC.


 


“KBRA”:
Kroll Bond Rating Agency, Inc. or any successor thereto.


 


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


 


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


 


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


 


“LIBOR Spread”
: 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).


 


“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 Mortgage Asset pursuant to the Mortgage Asset Purchase Agreement in an amount that the Servicer 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.


 




    	 	-23-	 



     


    

 


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


 


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


 


“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 Mortgage Asset,
(iii) any date on which any Mortgage Asset becomes a Defaulted Mortgage Asset, (iv) each Determination Date and (v) with reasonable
notice to the Issuer 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.


 


“Modified Mortgage
Asset”: The meaning specified in the Servicing Agreement.


 


“Modified Mortgage
Loan”: The meaning specified in the Servicing Agreement.


 


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


 


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


 


“Moody’s
Recovery Rate”: With respect to each Mortgage 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 and anchored retail properties	 	 	60	%
	Office properties	 	 	55	%
	Hospitality and healthcare properties	 	 	45	%
	All other property types	 	 	40	%



 


“Mortgage Assets”:
The mortgage assets acquired by the Issuer on the Closing Date and listed on Schedule A attached hereto, which include each
of the Whole Loans and Owned Participations acquired by the Issuer in accordance with the terms of this Indenture.


 


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


 




    	 	-24-	 



     


    

 


“Mortgage Asset
Purchase Agreement”: The mortgage asset purchase agreement entered into between the Issuer and the Seller 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.


 


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


 


“Mortgaged Property”:
With respect to any Mortgage Loan, the commercial and/or multifamily mortgage property or properties securing such Mortgage Loan.


 


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


 


(i)          the
Aggregate Principal Balance of the Mortgage Assets other than Modified Mortgage Assets and Defaulted Mortgage Assets;


 


(ii)         the
Aggregate Principal Balance of all Principal Proceeds held as Cash and Eligible Investments and all Cash and Eligible Investments
held in the Permitted Funded Companion Participation Acquisition Account; and


 


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


 


provided, however,
that with respect to each Defaulted Mortgage Asset that has been owned by the Issuer for more than three years after becoming a
Defaulted Mortgage Loan, the Principal Balance of such Defaulted Mortgage Asset will be zero 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 Servicer
on behalf of the Issuer.


 




    	 	-25-	 



     


    

 


“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 Servicer on behalf of the Issuer.


 


“Non-call Period”:
The period from the Closing Date to and including the Business Day immediately preceding the Payment Date in December 2019 during
which no Optional Redemption is permitted to occur.


 


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


 


“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 Mortgage Assets.


 


“Non-Serviced
Mortgage Asset”: The Mortgage Assets identified on Schedule A hereto as TDC Portfolio, Shirlington Gateway, Midwest
Industrial Portfolio, Cedarbrooke Apartments, Thornton Buildings and Van Eyck & Del Sarto.


 


“Non-Serviced
Mortgage Loan”: With respect to any Non-Serviced Mortgage Asset, the related Underlying Whole Loan.


 


“Note Administrator”:
U.S. Bank National Association, a national banking association, solely in its capacity as note administrator hereunder, unless
a successor Person shall have become the Note Administrator pursuant to the applicable provisions of this Indenture, and thereafter
“Note Administrator” shall mean such successor Person.


 


“Note Administrator’s
Website”: Initially, www.usbank.com/cdo, 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 and with respect to the Class F Notes, the Class
F Rate.


 


“Note Liquidation
Event”: The meaning specified in Section 12.1(d) hereof.


 


“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.


 




    	 	-26-	 



     


    

 


“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 and the
Class F 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.$48,476,364.


 


“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 L 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 and the Class D Notes.


 


“Offering Memorandum”:
The Offering Memorandum, dated November 15, 2017, relating to the offering of the Class A Notes, the Class A-S Notes, the
Class B Notes, the Class C Notes and the Class D Notes.


 


“Officer”:
With respect to any corporation or limited liability company, including the Issuer or the Co-Issuer, 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 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.


 




    	 	-27-	 



     


    

 


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


 


“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 and (y) 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 or such other
obligor. The Note Administrator and the Trustee shall 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.


 


“Owned Participation”
means each of the Participations included in the initial Mortgage Assets listed on Schedule A attached hereto and, upon
any acquisition thereof after the Closing Date, any Funded Companion Participation acquired by the Issuer as provided in Section
12.2.


 


“Par Purchase
Price”: With respect to any Defaulted Mortgage Asset or Credit Risk Mortgage Asset, the sum of (A) the Principal Balance
of such Mortgage Asset as of the date of purchase; plus (B) all accrued and unpaid interest on such Mortgage Asset
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 Mortgage Asset; plus (E) all unreimbursed expenses
incurred by the Issuer (and if applicable, the Seller), the Servicer and the Special Servicer in connection with such Mortgage
Asset.


 




    	 	-28-	 



     


    

 


“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 and the Class D 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 of the Class A Notes, the Class A-S Notes, the Class
B Notes, the Class C Notes or the Class D Notes remain outstanding if the Par Value Ratio on such Measurement Date is equal to
or greater than 116.45%.


 


“Participation”:
Any fully-funded senior or pari passu participation interest in a Whole Loan.


 


“Participation
Agreement”: With respect to each Participated Mortgage Loan, the participation 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.


 


“Participated
Mortgage Loan”: Any mortgage loan that has been participated into any combination of (i) a Participation that will be
held by the Issuer, (ii) a Future Funding Participation and/or (iii) a Funded Companion Participation, as applicable and as the
context may require.


 


“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.


 


“Paying Agent”:
The Note Administrator, in its capacity as Paying Agent hereunder, authorized by the Issuer and the Co-Issuer 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.


 


“Payment Date”:
The 15th day of each month (or, if such day is not a Business Day, the next succeeding Business Day), commencing in
December 2017 and ending on the Stated Maturity Date unless the Notes are redeemed or repaid prior thereto.


 


“Permitted Funded
Companion Participation Acquisition Account”: The account established by the Note Administrator pursuant to Section
10.4 hereof.


 




    	 	-29-	 



     


    

 


“Permitted Funded
Companion Participation Acquisition Period”: The period beginning on the Closing Date and ending on the Payment Date
in November 2019.


 


“Permitted Principal
Proceeds”: All amounts received in respect of principal on a Mortgage Asset (including as a result of an optional principal
prepayment or a maturity date repayment) that are received during the Permitted Funded Companion Participation Acquisition Period.


 


“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 Offered Notes dated as of the Closing Date by and among the Issuer,
the Co-Issuer, BSPRT and the Placement Agents.


 


“Placement Agents”:
Goldman and JPMS.


 


“Pledged Mortgage
Asset”: On any date of determination, any Mortgage Asset 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.


 




    	 	-30-	 



     


    

 


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


 


“Prime Rate
Spread” : The meaning set forth in Schedule B attached hereto.


 


“Principal Balance”
or “par”: With respect to any Mortgage Loan, Mortgage Asset or Eligible Investment, as of any date of determination,
the outstanding principal amount of such Mortgage Loan, Mortgage Asset (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 Mortgage
Asset 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.


 


“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 Permitted Funded Companion Participation
Acquisition Account and any amount representing the accreted portion of a discount from the face amount of a Mortgage Asset or
an Eligible Investment) and (b) Mortgage Assets as a result of (i) a maturity, scheduled amortization or mandatory prepayment
on a Mortgage Asset, (ii) optional prepayments made at the option of the related borrower, (iii) recoveries on Defaulted
Mortgage Assets and Credit Risk Mortgage Assets, or (iv) any other principal payments received with respect to Mortgage Assets;


 


(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 Mortgage Asset or Eligible Investment;


 


(3) any interest
received during such Due Period on such Mortgage Assets 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) any principal
payments received in Cash by the Issuer during the related Due Period on any asset held by a Permitted Subsidiary;


 


(5) any Loss Value
Payment received by the Issuer from the Seller;


 


(6) all interest payments
received in cash in respect of any Defaulted Mortgage Asset;


 


(7) Cash and Eligible
Investments contributed by BSPRT Holder, as holder of 100% of the Preferred Shares, pursuant to the terms of the Indenture and
designated as “Principal Proceeds” by BSPRT Holder; and


 




    	 	-31-	 



     


    

 


(8) Cash and Eligible
Investments transferred from the Permitted Funded Companion Participation Acquisition Account to the Payment Account pursuant to
Section 10.4;


 


minus (B) the
aggregate amount of (i) any Nonrecoverable Interest Advances that were not previously reimbursed to the Advancing Agent or the
Backup Advancing Agent from Interest Proceeds, (ii) 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 and (iii) the portion of the amounts set forth
in clause (1) above that represent Permitted Principal Proceeds that were deposited by the Issuer (at the direction of BSPRT Operating
Partnership) into the Permitted Funded Companion Participation Acquisition Account for the acquisition of Funded Companion Participations;


 


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 Advancing Agent, any Person who provides the Note Administrator with an Investor Certification
(provided that access to information provided by the Note Administrator to any Person who provides the Note Administrator
an Investor Certification in the form of Exhibit N-2 shall be limited to the Monthly Report) 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 REIT
Subsidiary”: A corporation that, for U.S. federal income tax purposes, is wholly-owned by a real estate investment trust
under Section 856(i)(2) of the Code.


 


“Rating Agencies”:
Moody’s and KBRA, and any successor thereto, or, with respect to the Collateral generally, if at any time Moody’s or
KBRA 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


 




    	 	-32-	 



     


    

 


(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.


 


“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.


 


“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 to be redeemed, together with the Class C Interest Distribution Amount (plus any Class C Defaulted
Interest Amount) due on the applicable Redemption Date;


 




    	 	-33-	 



     


    

 


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 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 to be redeemed (including any Deferred Interest thereon), 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 to be redeemed (including any Deferred Interest thereon), together with the Class F Interest Distribution
Amount (plus any Class F 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 from 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 (14) of Section 11.1(a)(i) and clauses (1) through (10) of Section 11.1(a)(ii); 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 Banks”:
The meaning set forth in Schedule S attached hereto.


 


“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.


 




    	 	-34-	 



     


    

 


“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 Servicer 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 Servicer will select, in its reasonable discretion, a comparable interest rate index.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Sale Proceeds”:
All proceeds (including accrued interest) received with respect to Mortgage Assets and Eligible Investments as a result of sales
of such Mortgage Assets 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 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 Trustee, the Custodian, the Note Administrator, the Noteholders, 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.


 




    	 	-35-	 



     


    

 


“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.


 


“Seller”:
BSPRT 2017-FL2 Seller, LLC, a Delaware limited liability company, and its successors in interest, solely in its capacity as Seller.


 


“Sensitive Asset”:
Means (i) a Mortgage Asset, 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 Mortgage Asset or portion thereof, in either case, as to which the Servicer or the Special Servicer 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 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”:
Estera Trust (Cayman) 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.


 




    	 	-36-	 



     


    

 


“Special Servicer”:
Situs Holdings, 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
Mortgage Loan”: The meaning specified in the Servicing Agreement.


 


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


 


“Stated Maturity
Date”: The Payment Date in October 2034.


 


“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.


 


“Successor Benchmark
Rate Event”: The meaning set forth in Schedule B attached hereto.


 


“Tax Event”:
(i) Any borrower is, or on the next scheduled payment date under any Mortgage Asset, will be, required to deduct or withhold from
any payment under any Mortgage Asset 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 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.


 


“Total Redemption
Price”: The amount equal to funds sufficient to pay all amounts and expenses described under clauses (1) through (3)
of Section 11.1(a)(i) (without regard to any cap contained therein) and to redeem all Notes at their applicable Redemption
Prices.


 




    	 	-37-	 



     


    

 


“Transaction
Documents”: This Indenture, the Preferred Share Paying Agency Agreement, the Placement Agency Agreement, the Mortgage
Asset Purchase Agreement, the Company Administration Agreement, the Participation Agreements, the Future Funding Agreement, the
Securities Account Control Agreement 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.


 


“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”:
U.S. Bank National Association, a national banking association, solely in its capacity as trustee hereunder, unless a successor
Person shall have become the Trustee pursuant to the applicable provisions of this Indenture, and thereafter “Trustee”
shall mean such successor Person.


 


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


 


“UCC”:
The applicable Uniform Commercial Code.


 


“Underlying
Whole Loan”: With respect to any Mortgage Asset 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 Mortgage Asset prior to the maturity date of such Mortgage Asset.


 


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


 


“Volcker Rule”:
Section 13 of the Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations promulgated thereunder.


 




    	 	-38-	 



     


    

 


“Whole Loan”:
A whole mortgage loan (but not a participation interest in a mortgage loan) secured by commercial or multifamily 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 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.


 


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 and G-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 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 and G-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 Authentication 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.


 




    	 	-39-	 



     


    

 


(ii)         The
Notes initially offered and sold in the United States to (or to U.S. Persons who are) IAIs shall 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 and G-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 and authenticated
by the Authentication 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.


 


(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 and G-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 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.


 




    	 	-40-	 



     


    

 


(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.$392,210,000,
except for 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.


 


Such Notes shall be divided
into three Classes having designations and original principal amounts as follows:


 


	Designation	 	Original

    Principal
 Amount	 
	Class A
    Senior Secured Floating Rate Notes Due 2034	 	U.S.$	237,970,000	 
	Class
    A-S Second Priority Secured Floating Rate Notes Due 2034	 	U.S.$	36,357,000	 
	Class
    B Third Priority Secured Floating Rate Notes Due 2034	 	U.S.$	26,441,000	 
	Class C
    Fourth Secured Floating Rate Notes Due 2034	 	U.S.$	25,339,000	 
	Class
    D Fifth Priority Secured Floating Rate Notes Due 2034	 	U.S.$	35,255,000	 
	Class
    E Sixth Priority Secured Floating Rate Notes Due 2034	 	U.S.$	15,975,000	 
	Class
    F Seventh Priority Secured Floating Rate Notes Due 2034	 	U.S.$	14,873,000	 



 


(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 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 signature
of such Authorized Officers on the Notes may be manual or facsimile.


 


Notes bearing the manual
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.


 




    	 	-41-	 



     


    

 


At any time and from
time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the
Issuer and the Co-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.


 


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 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.


 


The name and address
of each Noteholder and the principal amounts and stated interest of each such Noteholder in its Notes shall be recorded by the
Notes Registrar in the Notes Register. For the avoidance of doubt, the Notes Register is intended to be and shall be maintained
so as to cause the Notes to be considered issued in registered form under Treasury Regulations section 5f.103-1(c).


 




    	 	-42-	 



     


    

 


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 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 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,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration
of transfer or exchange.


 


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 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 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.


 




    	 	-43-	 



     


    

 


(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 or, solely with respect to Definitive Notes,
IAIs. 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.


 


(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.


 


(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
H-2 attached hereto; or


 


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


 




    	 	-44-	 



     


    

 


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).


 


(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 H-1 attached hereto,


 




    	 	-45-	 



     


    

 


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
H-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 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).


 


(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
H-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.


 




    	 	-46-	 



     


    

 


(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 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, A-S, B, C, D, E, F and G 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.


 


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


 


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


 


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


 




    	 	-47-	 



     


    

 


(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 or the Co-Issuer 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.


 


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 at a price determined by the Issuer, 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, 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 Mortgage Assets by the Issuer from the Seller on the Closing
Date and (ii) any other transaction between the Issuer and the Seller or its Affiliates that are permitted under the terms
of this Indenture or the Mortgage Asset Purchase Agreement.


 


(n)          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 for U.S. federal income tax purposes may not be transferred, pledged
or hypothecated to any other Person (except to an affiliate that is wholly-owned by BSPRT and is disregarded for U.S. federal income
tax purposes) unless the Issuer receives a No Entity-Level Tax Opinion (or has previously received a No Trade or Business Opinion).


 




    	 	-48-	 



     


    

 


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 (i) to reduce
or eliminate the imposition of U.S. withholding taxes and (ii) 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.


 


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
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) , 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.


 




    	 	-49-	 



     


    

 


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.


 


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. Notwithstanding the foregoing, in the event a Successor Benchmark Rate Event has occurred and is continuing, each Class
of Notes shall accrue interest during each Interest Accrual Period at the Prime Rate plus the Prime Rate Spread applicable to such
Class. Payment of interest on each Class of Notes will be subordinated to the payment of interest on each related Class of Notes
senior thereto and certain other amounts in accordance with the Priority of Payments. Any payment of interest due on a Class of
Deferred Interest Notes on any Payment Date to the extent sufficient funds are not available to make such payment in accordance
with the Priority of Payments on such Payment Date, but only if such Class is not the most senior Class Outstanding, shall constitute
“Deferred Interest” with respect to such Class and shall not be considered “due and payable” for
the purposes of Section 5.1(a) (and the failure to pay such interest shall not be an Event of Default) until the earliest
of (i) the Payment Date on which funds are available to pay such Deferred Interest in accordance with the Priority of Payments,
(ii) the Redemption Date with respect to such Class of Deferred Interest Notes and (iii) the Stated Maturity (or the earlier date
of Maturity) of such Class of Deferred Interest Notes. Deferred Interest on any Class of Deferred Interest Notes shall be added
to the principal balance of such Class of Deferred Interest Notes. Regardless of whether any more senior Class of Notes is Outstanding
with respect to any Class of Deferred Interest Notes, to the extent that funds are not available on any Payment Date (other than
the Redemption Date with respect to, or Stated Maturity of, such Class of Deferred Interest Notes) to pay previously accrued Deferred
Interest, such previously accrued Deferred Interest will not be due and payable on such Payment Date and any failure to pay such
previously accrued Deferred Interest on such Payment Date will not be an Event of Default. 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 Stated Maturity 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.


 




    	 	-50-	 



     


    

 


(b)          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 (other than amounts constituting
Deferred Interest thereon which may be payable from Interest Proceeds) (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 (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
or Optional Redemption will be made in accordance with Section 9.1 and the Priority of Payments.


 


(c)          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. Each Holder
and each beneficial owner of Notes agree to provide any certification requested pursuant to this Section 2.7(f) 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 H-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 H-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 H-3 hereto, made pursuant
to Section 2.5(i) hereto, as applicable.


 




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(d)          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 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.


 


(e)          Subject
to the provisions of Sections 2.7(a) and Section 2.7(d) 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).


 




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(f)          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.


 


(g)          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.


 


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


 


(i)          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.


 


(j)          Notwithstanding
anything contained in this Indenture to the contrary, the obligations of the Issuer and the Co-Issuer under the Notes, this Indenture
and the other Transaction Documents are limited-recourse obligations of the Issuer and non-recourse obligations of the Co-Issuer
payable solely from the Collateral and following realization of the Collateral, all obligations of the Co-Issuers 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.


 


(k)          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.


 




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(l)          Notwithstanding
any of the foregoing provisions with respect to payments of principal of and interest on the Notes (but subject to Sections
2.7(e) and (h)), 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.


 


(m)          Payments
in respect of the Preferred Shares as contemplated by Sections 11.1(a)(i)(12), 11.1(a)(ii)(6) and 11.1(a)(iii)(9)
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 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)          upon
Transfer of Global Notes to an IAI in accordance with the procedures set forth in Section 2.5(e)(ii) or Section 2.5(e)(iii);


 




    	 	-54-	 



     


    

 


(ii)         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
H-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);


 


(iii)        in
the event that the Depository notifies the Issuer and the Co-Issuer 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 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 or G-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.


 




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Pending the preparation
of Definitive Notes pursuant to this Section 2.10, the Issuer and the Co-Issuer 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.


 


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 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 any entity
disregarded into BSPRT) be treated as debt and that the Issuer be treated as a Qualified REIT Subsidiary (unless the Issuer has
received a No Entity-Level Tax 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 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 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)) (with Part III marked), 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(c).


 




    	 	-56-	 



     


    

 


Section 2.12         Authenticating
Agents.


 


Upon the request of the
Issuer and the Co-Issuer, the Note Administrator shall, and if the Note Administrator so chooses the Note Administrator may, pursuant
to this Indenture, appoint one 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 Sections 2.9, 6.4 and 6.5 hereof shall be applicable to any
Authenticating Agent.


 


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 a QIB or an IAI at the time of acquisition of the Note or interest therein 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.


 




    	 	-57-	 



     


    

 


(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 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 of exercise of such discretion.


 


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)(iv)(8)
of this Agreement.


 


ARTICLE 3



CONDITIONS PRECEDENT; PLEDGED MORTGAGE ASSETS


 


Section 3.1           General
Provisions.


 


The Notes to be issued
on the Closing Date shall be executed by the Issuer and the Co-Issuer 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:


 


(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 and 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, (C) the Directors authorized to execute and
deliver such documents hold the offices and have the signatures indicated thereon and (D) the total aggregate Notional Amount of
the Preferred Shares shall have been received in Cash or as a capital contribution of Mortgage Assets by the Issuer on the Closing
Date;


 




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(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 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 Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, dated the Closing Date, regarding certain issues of Cayman
Islands law;


 


(i)           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;


 




    	 	-59-	 



     


    

 


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


 


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


 


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


 


(m)          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;


 


(n)          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;


 


(o)          executed
counterparts of the Mortgage Asset Purchase Agreement, the Servicing Agreement, the Participation Agreements, the Future Funding
Agreement, the Placement Agency Agreement, the Preferred Share Paying Agency Agreement and the Securities Account Control Agreement;


 


(p)          an
Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Mortgage Assets
in the data tape, dated November 7, 2017, an Accountants’ Report on applying Agreed-Upon Procedures with respect to certain
information concerning the Mortgage Assets in the Preliminary Offering Memorandum of the Co-Issuers, dated November 10, 2017, and
the Structural and Collateral Term Sheet dated November 10, 2017, and an Accountant’s Report on applying Agreed-Upon Procedures
with respect to certain information concerning the Mortgage Assets in the Offering Memorandum;


 




    	 	-60-	 



     


    

 


(q)          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;


 


(r)          an
Issuer Order executed by the Issuer and the Co-Issuer 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;


 


(s)          the
EU Risk Retention Letter; and


 


(t)          the
Future Funding Indemnitor certification pursuant to Section 12.3(e).


 


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 Mortgage Assets. 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 Mortgage Assets 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 Mortgage Asset 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 Mortgage Assets;


 


(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 Mortgage Asset 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 Mortgage Asset 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 Mortgage Asset 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 Mortgage Asset (or, if any such interest
has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;


 




    	 	-61-	 



     


    

 


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


 


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


 


(vi)        the
Closing Date Mortgage Assets 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 Mortgage Assets pledged to the Trustee for inclusion
in the Collateral on the Closing Date; and


 


(2) upon
the delivery of each mortgage note evidencing the obligations of the borrowers under each Mortgage Asset to the Custodian on behalf
of the Trustee, at the Custodian’s office in Minneapolis, Minnesota, the Trustee’s security interest in all Mortgage
Assets 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 KBRA and “Aaa(sf)” by Moody’s, (ii) the Class
A-S Notes have been issued with a rating of at least “AAA(sf)” by KBRA, (iii) the Class B Notes have been issued with
a rating of at least “AA-(sf)” by KBRA, (iv) the Class C Notes have been issued with a rating of at least “A-(sf)”
by KBRA, (v) the Class D Notes have been issued with a rating of at least “BBB-(sf)” by KBRA, (vi) the Class E Notes
have been issued with a rating of at least “BB-(sf)” by KBRA and (vii) the Class F Notes have been issued with a rating
of at least “B-(sf)” by KBRA, 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 Permitted Funded Companion Participation Acquisition Account, the Preferred
Share Distribution Account, the Custodial Account, the Collection Account and the Participated Mortgage Loan Collection Account.


 


(e)          [Reserved.]


 


(f)          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 or participation certificates required to be delivered to it by the Issuer on the Closing
Date, 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.


 




    	 	-62-	 



     


    

 


(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 Assets that consist 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;


 


(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


 




    	 	-63-	 



     


    

 


(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 Mortgage Asset 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
I attached hereto for such Mortgage Asset provided to the Custodian (with a copy to the Servicer) by the Issuer (or the Seller)
the following documents (collectively, the “Mortgage Asset File”):


 


(i)          if
such Mortgage Asset 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 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 of any participation agreement relating to any item of collateral that is not evidenced by a promissory note;


 




    	 	-64-	 



     


    

 


(4)         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;


 


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


 


(6)         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;


 


(7)         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 Mortgage
Asset File;


 


(8)         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;


 


(9)         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;


 


(10)        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;


 


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


 




    	 	-65-	 



     


    

 


(12)        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;


 


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


 


(14)        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;


 


(15)        the
original of any related loan agreement;


 


(16)        the
original of any related guarantee;


 


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


 


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


 


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


 


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


 


(21)        a
copy of any property management agreements;


 


(22)        a
copy of any ground leases;


 


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


 


(24)        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;


 


(25)        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);


 




    	 	-66-	 



     


    

 


(26)        a
copy of any opinion of counsel;


 


(27)        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 Mortgage Asset is a Participation:


 


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


 


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


 


(3)         an
original or a copy of any participation certificate (if any) evidencing such Participation in the name of the Issuer;


 


(4)         a
copy of any related companion participation certificate; and


 


(5)         an
assignment of the participation certificate evidencing such Participation endorsed in blank by the Issuer.


 


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 Mortgage Asset. The Custodian agrees to review or cause to be reviewed the Mortgage Asset
Files within thirty (30) days after the Closing Date, and to deliver to the Issuer, the Note Administrator, the Servicer and the
Trustee a certification in the form of Exhibit J 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 Mortgage Asset. The Custodian shall have no responsibility for reviewing the Mortgage Asset 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.


 




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(g)          No
later than the 90th day after the Closing Date, the Custodian shall (i) deliver to the Issuer, with a copy to the Note
Administrator, the Trustee 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 Mortgage Asset 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, 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, 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 Mortgage 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 Servicer,
on behalf of the Issuer, a Certification in the form of Exhibit J 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 Servicer or the Special Servicer, the Custodian shall, upon delivery by the Servicer or Special
Servicer, as applicable, of a Request for Release in the form of Exhibit K hereto, release to the Servicer or the Special
Servicer, as applicable, such of the Asset Documents then in its custody as the Servicer or Special Servicer, as applicable, reasonably
so requests. By submission of any such Request for Release, the Servicer or the Special Servicer, as applicable, shall be deemed
to have represented and warranted that it has determined in accordance with the Servicing Standard set forth in the Servicing Agreement
that the requested release is necessary for the administration of such Mortgage Loan hereunder or under the Servicing Agreement
or for the protection of the security interest of the Trustee under this Indenture. 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 Mortgage Asset that is consummated within such 20-day period).
Notwithstanding the foregoing provisions of this clause (iii), any note, participation certificate or other instrument evidencing
a Pledged Mortgage Asset shall be released only for the purpose of (1) a sale, exchange or other disposition of such Pledged Mortgage
Asset that is permitted in accordance with the terms of this Indenture, (2) presentation, collection, renewal or registration of
transfer of such Mortgage Asset or (3) in the case of any note, in connection with a payment in full of all amounts owing under
such note.


 




    	 	-68-	 



     


    

 


(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;


 


(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 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;


 




    	 	-69-	 



     


    

 


(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.


 


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 Servicer
and Special Servicer hereunder 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:


 




    	 	-70-	 



     


    

 


(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;


 


(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 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;


 




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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 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.


 




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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 Mortgage Assets in Cash during
the current Due Period (as certified by the Servicer in accordance with the Servicing Standard) 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 the Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or Class D Notes (or,
if none of the Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or Class D 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 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 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;


 




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(c)          the
failure on any Payment Date to disburse amounts 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;


 


(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 or the Co-Issuer 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 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;


 




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(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


 


(i)          the
Issuer loses its status as a Qualified REIT Subsidiary or other disregarded entity of BSPRT 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) 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 (3) and (14)
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.


 


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 Notes voting as a
separate Class (excluding any Notes owned by the Issuer, the Seller or any of their respective Affiliates), declare the principal
of and accrued and unpaid interest on all the Notes to be immediately due and payable. 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. If the Notes are accelerated, payments shall
be made in the order and priority set forth in Section 11.1(a) hereof.


 




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(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 Notes (voting as a separate Class), 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)         any
Company Administrative Expense due and payable; 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.


 




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(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 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 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.


 




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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.


 




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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 Mortgage Assets, 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;


 




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(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;


 


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
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.


 




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(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) 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, 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) 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, moratorium
or liquidation proceeding.


 


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 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


 




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(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 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.


 


(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 Special Servicer shall obtain bid prices with
respect to each Mortgage Asset from two dealers at the time making a market in such Mortgage Assets that, at that time, engage
in the trading, origination or securitization of whole loans or participations similar to the Mortgage Assets (or, if only one
such dealer can be engaged, then the Special Servicer shall obtain a bid price from such dealer or, if no such dealer can be engaged,
from a pricing service). The Special Servicer shall compute the anticipated proceeds of sale or liquidation on the basis of the
lowest of such bid prices for each such Mortgage Asset 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 Mortgage Asset and the execution of a sale or other
liquidation thereof, the Special Servicer 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.


 




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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.


 


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.


 




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Section 5.9           Unconditional
Rights of Noteholders to Receive Principal and Interest.


 


Notwithstanding any other
provision in this Indenture (except for Section 2.7(d) and 2.7(m)), 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.


 


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 Sections
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:


 




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(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 Assets 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:


 


(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.


 




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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.


 


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.


 




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(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 Mortgage Assets, shall be upon request and delivery of any such instruments
by the Special Servicer. In addition, the Special Servicer, with respect to Mortgage Assets, 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.


 


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


 




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(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 Directing Holder 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.


 


(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 Directing
Holder, 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.


 




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(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 Directing Holder, 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)          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.


 


(h)          The
Trustee and the Note Administrator shall, upon reasonable prior written notice, permit the Issuer and its 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).


 


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 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.


 




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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 or document believed by
it to be genuine and to have been signed 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 or other paper documents
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;


 




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(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) or 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 Directing
Holder, 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 Mortgage 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 the 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; 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 and Notes Registrar);


 




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(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)          except
in the case of fraud, 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.


 




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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.


 


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;


 


(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 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; 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 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) after the payment in full of all Notes issued under this Indenture. This provision shall survive termination
of this Indenture.


 




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(d)          The
Trustee and Note Administrator agree that the payment of all amounts to which it is entitled pursuant to Sections 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.


 


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,
which, in the case of (i) or (ii), has a long-term senior unsecured debt rating of at least “Baa1” by Moody’s
and a rating by KBRA equivalent to at least a “Baa1” rating by Moody’s; provided that if any such institution
is not rated by KBRA, it maintains 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.


 




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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.


 


(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 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, 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


 




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(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;


 


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, 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 Servicer 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 Servicer, 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
and Notes Registrar, shall be deemed a resignation or removal, as applicable, in each of the other capacities in which it serves.


 




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Section 6.10         Acceptance
of Appointment by Successor.


 


Every successor Trustee
or Note Administrator appointed hereunder shall execute, acknowledge and deliver to 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 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.


 


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.


 




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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.


 


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;


 




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(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.


 


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.


 




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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;


 


(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 Mortgage Asset (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.


 




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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(f)
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.


 


(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; 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
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, and, with respect to the Preferred Shares, by
the Issuer, to such Preferred Shareholder 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 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.


 




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Section 7.2           Maintenance
of Office or Agency.


 


The Co-Issuers 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 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.


 


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 on behalf of the Issuer and the Co-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 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.


 




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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 against the Issuer, the Co-Issuer or any Permitted Subsidiary for the non-payment 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) after the payment in full of all Notes issued under this Indenture.


 


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 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,
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;


 




    	 	-103-	 



     


    

 


(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.


 


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 Special Servicer and its Affiliates.


 




    	 	-104-	 



     


    

 


(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 Special Servicer and its Affiliates.


 


(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; (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.


 




    	 	-105-	 



     


    

 


(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(d)
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:


 




    	 	-106-	 



     


    

 


(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 Mortgage Assets or enforce on any other instruments or property
included in the Collateral;


 


(v)         instruct
the Special Servicer to preserve and defend title to the Mortgage Assets 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 Sections 11.1(a)(i)(1) and 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.


 


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(d), 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), (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, and (iii) if required to prevent the withholding or imposition of United States income tax, deliver or cause
to be delivered a United States 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.


 




    	 	-107-	 



     


    

 


(d)          For
so long as the Notes are Outstanding, on or about June 2022 and every 55 months thereafter, the Issuer shall deliver to the Trustee
and the Note Administrator, for the benefit of the Trustee, 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)).


 


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 Mortgage Asset 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
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 or such other Person
to perform, all of their obligations and agreements contained in this Indenture or such other agreement.


 




    	 	-108-	 



     


    

 


(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 Mortgage
Asset except upon the sale or other liquidation of such Mortgage Asset 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;


 


(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;


 




    	 	-109-	 



     


    

 


(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 the 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;


 


(xii)        take
any action that would result in it failing to qualify as a Qualified REIT Subsidiary 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 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 Mortgage Assets 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.


 




    	 	-110-	 



     


    

 


(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 any Mortgage Asset 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 any Mortgage Asset 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 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.


 


(f)          As
long as any Offered Note is Outstanding, BSPRT Operating Partnership shall cause BSPRT Holder to not 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 and is disregarded for U.S. federal income tax purposes) unless the Issuer receives a No Entity-Level Tax
Opinion, or has previously received a No Trade or Business Opinion.


 


(g)          Any
financing arrangement pursuant to Section 7.8(f) shall prohibit any further transfer (whether by means of actual transfer
or a transfer of beneficial ownership for U.S. federal income tax purposes) of the Retained Securities and ordinary shares of the
Issuer, including a transfer in connection with any exercise of remedies under such financing unless the Issuer receives a No Entity-Level
Tax Opinion.


 


Section 7.9           Statement
as to Compliance.


 


On or before January
31, in each calendar year, commencing in 2018 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.


 




    	 	-111-	 



     


    

 


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;


 


(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 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 or any Noteholder may
reasonably require;


 




    	 	-112-	 



     


    

 


(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 (b) be treated as a foreign corporation not engaged in a trade or business in the United States for U.S. federal
income tax purposes or otherwise not subject to U.S. federal income tax on a net income tax basis;


 


(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:


 




    	 	-113-	 



     


    

 


(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;


 


(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


 




    	 	-114-	 



     


    

 


(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.


 


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.


 




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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 LIBOR 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 LIBOR for each Interest Accrual Period. The Calculation Agent may be removed by the Issuer at
any time. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the Noteholders
and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer in respect
of any Interest Accrual Period, the Issuer and the Co-Issuer shall promptly appoint as a replacement Calculation Agent a leading
bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control
or is not controlled by or under common control with the Issuer or its Affiliates. 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 or a Majority of the Holders of the Notes, on behalf of
himself and all others similarly situated, may petition a court of competent jurisdiction for the appointment of a successor Calculation
Agent.


 


(b)          The
Calculation Agent shall be required to agree that, as soon as practicable after 11:00 a.m. (London time) on each LIBOR Determination
Date (as defined in Schedule B attached hereto), but in no event later than 11:00 a.m. (New York time) on the London Banking
Day immediately following each LIBOR Determination Date, the Calculation Agent shall calculate LIBOR for the next Interest Accrual
Period (and, in the event a Successor Benchmark Rate Event has occurred, the Prime Rate for the current Interest Accrual Period)
and will communicate such information to the Note Administrator, who shall include such calculation on the next Monthly Report
following such LIBOR Determination Date. The Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New
York time) on each LIBOR Determination Date if it has not determined and is not in the process of determining LIBOR 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.


 




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Section 7.15         REIT
Status.


 


(a)          BSPRT
shall not take any action that results in the Issuer failing to qualify as a Qualified REIT Subsidiary of BSPRT 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 (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.


 


(b)          Without
limiting the generality of Section 7.16, If the Issuer is no longer a Qualified REIT Subsidiary or other disregarded
entity of a REIT, prior to the time that:


 


(i)          any
Mortgage Asset 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 Mortgage Asset 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 Mortgage Asset pursuant to a foreclosure or deed-in-lieu of foreclosure,
or


 


(iv)        any
Mortgage 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 Mortgage Asset to an existing Permitted Subsidiary, or (z) sell such Mortgage Asset 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 Mortgage 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 Mortgage 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.


 




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Section 7.16         Permitted
Subsidiaries.


 


Notwithstanding any other
provision of this Indenture, the Special Servicer 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).


 


(e)          If
the Special Servicer on behalf of 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 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.


 




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Section 7.17         Repurchase
Requests.


 


If the Issuer, the Trustee,
the Note Administrator, the Servicer or the Special Servicer receives any request or demand that a Mortgage Asset be repurchased
or replaced arising from any Material Breach of a representation or warranty made with respect to such Mortgage Asset 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 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 Mortgage 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 2017-FL2 Issuer, Ltd. and BSPRT 2017-FL2 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 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         Servicing
of Mortgage Loans and Control of Servicing Decisions.


 


The Mortgage Loans will
be serviced by the Servicer or, with respect to Specially Serviced Mortgage Loans, the Special Servicer, in each case pursuant
to the Servicing Agreement, subject to the consultation, consent and direction rights of the Directing Holder, 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 Directing Holder 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 rights
of the Directing Holder set forth under the Servicing Agreement.


 


Section 7.19         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 Mortgage Assets (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.


 




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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 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 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 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;


 




    	 	-120-	 



     


    

 


(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 or 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;


 


(xiii)       to
modify, eliminate or add to any of the provisions of this Indenture in the event the Credit Risk Retention Rules 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 Special Servicer
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;


 




    	 	-121-	 



     


    

 


(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 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 Special Servicer 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 and (A) such party has obtained an Opinion of Counsel to such effect
or (B) such party has satisfied the Rating Agency Condition with respect to such supplemental indenture.


 


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, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers,
the Trustee 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:


 


(i)          conform
this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); and


 


(ii)         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.


 




    	 	-122-	 



     


    

 


(c)          Following
the occurrence of a Successor Benchmark Rate Event and at the direction of the Directing Holder, the Issuer, the Co-Issuer, the
Note Administrator and the Trustee also may enter into a supplemental indenture to provide for the Notes of each Class to bear
interest based on an industry benchmark rate that is comparable to LIBOR instead of LIBOR (or instead of the Prime Rate as described
in Schedule B attached hereto) from and after a Payment Date specified in such supplemental indenture; provided that
no such supplemental indenture will become effective unless (a) the Rating Agency Condition has been satisfied with respect thereto
and (b) the Holders of at least Majority in Aggregate Outstanding Amount of each Class of Notes outstanding approves, following
delivery to each Noteholder of not less than 30 days prior notice of such supplemental indenture. For purposes of the foregoing,
absence of objection by the Holders of at least 50% in Aggregate Outstanding Amount of the Notes of each Class for a period of
30 days following delivery to it of such prior notice will be deemed, for all purposes of the Indenture, to constitute consent
by the Holders of at least Majority in Aggregate Outstanding Amount of such Class of Notes.


 


Section 8.2           Supplemental
Indentures with Consent of Securityholders.


 


Except as set forth below,
the Note Administrator, the Trustee 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
Majority in Aggregate Outstanding Amount of the Notes of each Class materially and adversely affected thereby (excluding any Notes
owned by the Issuer, the Seller or any of their Affiliates) and the Holder of Preferred Shares if materially and adversely affected
thereby, by Act of said Securityholders delivered to the Trustee, the Note Administrator 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. 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 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 Issuer), 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.


 




    	 	-123-	 



     


    

 


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
of the Holders thereof whose 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 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 Section 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;


 




    	 	-124-	 



     


    

 


(i)          modify
any of the provisions of this Indenture in such a manner as to affect the requirement that the Issuer be treated as a Qualified
REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes;


 


(j)          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


 


(k)          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 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
the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of
the trusts created by this Indenture, 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 is authorized or permitted by
this Indenture and that all conditions precedent thereto have been satisfied. The Note Administrator and Trustee may, but shall
not be obligated to, enter into any such supplemental indenture 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 Securitization Sponsor’s
written consent shall be required prior to any amendment to this Indenture by which it is adversely affected.


 




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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 an Opinion of Counsel from Cadwalader, Wickersham & Taft LLP or other nationally recognized U.S.
tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to be treated as a foreign
corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes. 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, the Securitization Sponsor 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.


 


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.


 




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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 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 may be redeemed by the Issuer and the Co-Issuer and the Preferred Shares may be redeemed by the Issuer at the option of and
at the direction of a Majority of the Preferred Shareholders by written notice to the Issuer, the Note Administrator and the Trustee
(such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption
Prices on any Payment Date (the “Clean-up Call 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; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption
Price. Disposition of Collateral in connection with a Clean-up Call may include sales of Collateral to more than one purchaser,
including by means of sales of participation interests in one or more Mortgage Loans to more than one purchaser.


 


(b)          The
Notes and the Preferred Shares shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at
the written direction of a Majority of Preferred Shareholders delivered to the Issuer, the Note Administrator and the Preferred
Share Paying Agent, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event
if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax
Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to
pay the Total Redemption Price. Upon the receipt of such written direction of a Tax Redemption, the Note Administrator shall provide
written notice thereof to the Securityholders and the Rating Agencies. Any sale or disposition of a Mortgage Asset by the Special
Servicer in connection with a Tax Redemption shall be performed upon Issuer Order by the Special Servicer on behalf of the Issuer.


 




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(c)          The
Notes and the Preferred Shares shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part and
without payment of any penalty or premium, at a price equal to the applicable Redemption Prices, on any Payment Date after the
end of the Non-call Period, at the written direction of a Majority of the Preferred Shareholders to the Issuer, the Note Administrator
and the Trustee (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 Mortgage Asset to any Affiliate other than BSPRT Holder in connection with
an Optional Redemption.


 


In the case of an Optional
Redemption, if the holder of the Preferred Shares or an affiliate also owns 100% of one or more Classes of Notes, such holder may
elect to exchange such Notes and the Preferred Shares for all of the remaining Mortgage Assets and other assets of the Issuer,
in lieu of the Issuer paying such holder the Redemption Price for such Securities.


 


(d)          The
Notes shall be redeemable by the Issuer, in whole but not in part, at a price equal to the applicable Redemption Prices, on any
Payment Date occurring in January, April, July or October in each year, beginning on the Payment Date occurring in December 2027,
upon the occurrence of a Successful Auction, as defined in, and pursuant to the procedures set forth in, Section 3.18(b) of the
Servicing Agreement (such redemption, an “Auction Call Redemption”).


 


(e)          The
election by the a Majority of Preferred Shareholders to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Act
of the Majority of Preferred Shareholders directing the Note Administrator to pay to the Paying Agent the Redemption Price of all
of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a
Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer
Order certifying that such conditions for a Tax Redemption have occurred. The election by a Majority of Preferred Shareholders
to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Act of the Majority of Preferred Shareholders certifying
that the conditions for an Optional Redemption have occurred.


 


(f)          A
redemption pursuant to Section 9.1(a), 9.1(b), 9.1(c) or 9.1(d) shall not occur unless (i) (A) at
least three (3) Business Days before the scheduled Redemption Date, the Majority of Preferred Shareholders shall have furnished
to the Trustee and the Note Administrator evidence (in a form reasonably satisfactory to the Trustee and the Note Administrator)
that the Special Servicer, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial
institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person
other than such institution) have a credit rating from Moody’s at least equal to the highest rating of any Notes then Outstanding
or whose short-term unsecured debt obligations have a credit rating of “P-1” or higher by Moody’s (as long as
the term of such agreement is ninety (90) days or less), or (2) BSPRT Holder or an affiliate, in either case, to sell (directly
or by participation or other arrangement) all or part of the Collateral not later than the Business Day immediately preceding the
scheduled Redemption Date, (B) at least three (3) Business Days before the scheduled Redemption Date, the Rating Agency Condition
has been satisfied with respect to the applicable method of redemption, or (C) at least three (3) Business Days prior to the scheduled
Redemption Date, BSPRT (or an Affiliate or Agent thereof) has priced but not yet closed another securitization transaction, and
(ii) the related Sale Proceeds pursuant to clause (i)(A) or net proceeds pursuant to clause (i)(C), as applicable, (in
immediately available funds), together with all other available funds (including proceeds from the sale of the Mortgage Assets,
Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Accounts and available Cash), shall
be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due
and owing on such Redemption Date.


 




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Section 9.2           Notice
of Redemption.


 


(a)          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. The Note Administrator shall
deliver to the Rating Agencies any notice received by it from the Issuer or the Special Servicer of such proposed Redemption Date,
the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Date and the Redemption Price of such
Notes in accordance with Section 9.1. The Redemption Price shall be determined no earlier than sixty (60) days prior to
the proposed Redemption Date.


 


(b)          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 a Supermajority of Preferred Shareholders up to the second (2nd) 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. 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.


 


Section 9.3           Notice
of Redemption or Maturity by the Issuer.


 


Any sale or disposition
of a Mortgage Asset by the Trustee in connection with an Optional Redemption, Clean-up Call, Tax Redemption or Auction Call Redemption
shall be performed upon Issuer Order by the Special Servicer on behalf of the Issuer, and the Trustee shall have no responsibility
or liability therefore. 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 two (2) Business
Days (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 9.2(b)) prior to the applicable Redemption Date or Maturity, to (unless
the Note Administrator agrees to a shorter notice period) 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.


 




    	 	-129-	 



     


    

 


All notices of redemption
shall state:


 


(a)          the
applicable Redemption Date;


 


(b)          the
applicable Redemption Price;


 


(c)          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


 


(d)          the
place or places where such 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.


 


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.


 


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(f).


 


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 the most recent Measurement Date, the Offered Notes shall be redeemed (a
“Mandatory Redemption”), from Interest Proceeds as set forth in Section 11.1(a)(i)(11) in an amount necessary,
and only to the extent necessary, for the Note Protection Tests to be satisfied. 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.


 




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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 Mortgage 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         [Reserved.]


 


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 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.


 




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Section 10.4         Permitted
Funded Companion Participation Acquisition Account.


 


(a)          The
Note Administrator shall, on or prior to the Closing Date, establish a single, segregated trust account that shall be designated
as the “Permitted Funded Companion Participation Acquisition Account” and 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 amounts credited to the Permitted Funded Companion Participation Acquisition 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.


 


(b)          Upon
receipt of Permitted Principal Proceeds by the Issuer, if so directed by BSPRT Operating Partnership, the Issuer shall deposit
such funds, or cause the Note Administrator to deposit such funds, into the Permitted Funded Companion Participation Acquisition
Account.


 


(c)          The
Note Administrator agrees to give the Issuer prompt notice if it becomes aware that the Permitted Funded Companion Participation
Acquisition Account or any funds on deposit therein, or otherwise to the credit of the Permitted Funded Companion Participation
Acquisition 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 Permitted Funded Companion Participation Acquisition Account other
than in accordance with the Priority of Payments. The Permitted Funded Companion Participation Acquisition Account shall remain
at all times an Eligible Account.


 


(d)          The
only permitted withdrawals from or application of Permitted Principal Proceeds on deposit in, or otherwise standing to the credit
of, the Permitted Funded Companion Participation Acquisition Account shall be (i) to acquire Funded Companion Participations
in accordance with Section 12.2 and (ii) to withdraw amounts for deposit into the Payment Account for application pursuant
to Section 11.1(a)(ii) as Principal Proceeds. Any Permitted Principal Proceeds deposited into the Permitted Funded Companion
Participation Acquisition Account will be available for use to acquire Funded Companion Participations in accordance with Section
12.2 for a period, not to exceed the earlier of (a) 120 days from the date of deposit and (b) the end of the Permitted Funded
Companion Participation Acquisition Period. If the Issuer fails to acquire Funded Companion Participations with such specified
Permitted Principal Proceeds within such time period, or if the Issuer is directed by BSPRT Operating Partnership on any Payment
Date prior to the expiration of such time period, upon the direction of the Directing Holder, such Permitted Principal Proceeds
(“Excluded Permitted Principal Proceeds”) shall be withdrawn by the Note Administrator from the Permitted Funded
Companion Participation Acquisition Account and deposited into the Payment Account for application pursuant to Section 11.1(a)(ii)
as Principal Proceeds and the Issuer shall not be permitted to cause any Excluded Permitted Principal Proceeds to be re-deposited
into the Permitted Funded Companion Participation Acquisition Account. In addition, the Issuer may (at the direction of BSPRT Operating
Partnership) direct the Note Administrator to, and upon such direction, the Note Administrator shall, transfer any amounts on deposit
in the Permitted Funded Companion Participation Acquisition Account to the Payment Account for application pursuant to Section 11.1(a)(ii)
as Principal Proceeds. Upon the expiration of the Permitted Funded Companion Participation Acquisition Period, the Note Administrator
shall transfer all amounts on deposit in the Permitted Funded Companion Participation Acquisition Account to the Payment Account
for application pursuant to Section 11.1(a)(ii) as Principal Proceeds.


 




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Section 10.5         [Reserved.]


 


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 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 Mortgage Assets (or the application of interest received on the Mortgage Assets
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 and (ii) the aggregate of the
interest payments not received in respect of Mortgage Assets with respect to such Payment Date (including, for such purpose, interest
payments received on the Mortgage Assets but applied to pay certain expenses in accordance with the terms of the Servicing Agreement).


 


Notwithstanding the foregoing,
in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Mortgage Asset to the extent
that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the aggregate outstanding principal 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 Mortgage Asset. 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).


 




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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 Note Administrator
shall remove the Advancing Agent in its capacity as advancing agent hereunder as required under Section 16.5(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, 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.


 


(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.


 




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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 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.


 


(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 Offered Notes will
continue through the Stated Maturity Date, unless the Offered 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 Mortgage Asset.


 


(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. In consideration of the performance of its obligations hereunder,
the Backup 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 Backup Advancing Agent Fee. If the Advancing Agent fails to make an Interest Advance
required by this Indenture with respect to a Payment Date, 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 lieu of the Backup Advancing Agent Fee)
in accordance with the Priority of Payments. If the Advancing Agent is terminated for failing to make an Interest Advance hereunder
(as provided in Section 16.5(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).


 




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(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.


 


(a)          The
Note Administrator shall supply, in a timely fashion, to the Issuer, the Trustee, the Special Servicer and the Directing Holder
any information regularly maintained by the Note Administrator that the Issuer, the Trustee, the Special Servicer, the Servicer
or the Directing Holder 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. Each of the Issuer, the Servicer, and the Special Servicer shall promptly forward
to 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.


 


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 second (2nd) Business Day prior to each Payment Date, the Note Administrator
shall prepare and make available on its website initially located at www.usbank.com/cdo (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 M hereto (the “Monthly Report”),
setting forth the following information:


 




    	 	-136-	 



     


    

 


(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 Mortgage Assets as of the end of the related Due Period;


 


(v)         the
number and aggregate principal balance of Mortgage Assets that are (A) delinquent 30-59 days, (B) delinquent 60-89 days,
(C) delinquent 90 days or more and (D) current but Specially Serviced Mortgage 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
Mortgage Asset basis, based on the most recent appraisal or valuation;


 


(vii)       the
amount of Interest Proceeds and Principal Proceeds received in the related Due Period;


 


(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 Mortgage Assets that have been (or are related to Mortgage Loans that have been) extended
or modified during the related Due Period on an individual Mortgage Asset 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 Mortgage Asset 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 Mortgage Assets outstanding as of the close of business on the related Determination
Date;


 




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(xiv)      with
respect to any Mortgage Asset 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 Mortgage Asset 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
aggregate amount of interest on monthly debt service advances in respect of the Mortgage Assets paid to the Advancing Agent and/or
the Backup Advancing Agent since the prior Payment Date;


 


(xvii)     a
listing of each modification, extension or waiver made with respect to each Mortgage Asset;


 


(xviii)    an
itemized listing of any Special Servicer Fees received from the Special Servicer or any of its affiliates during the related Due
Period;


 


(xix)       the
amount of any dividends or other distributions to the Preferred Shares on the Payment Date;


 


(xx)        the
Net Outstanding Portfolio Balance and whether any Control Shift Event or Consultation Termination Event has occurred and, if either
such event has occurred, whether either such event is continuing; and


 


(xxi)       confirmation
that the Trustee has received, within the preceding month, a certificate from BSPRT Operating Partnership and BSPRT Holder in accordance
with Section 3(d)(i) of the EU 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 Mortgage Asset 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 Mortgage Asset 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.


 




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(d)          Not
more than five (5) Business Days after receiving an Issuer Request requesting information regarding a Clean-up Call, a Tax Redemption,
an Auction Call 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 Preferred Shareholders 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) available for
application to the redemption of such Notes.


 


Section 10.10         Release
of Mortgage Assets; Release of Collateral.


 


(a)          If
no Event of Default has occurred and is continuing and subject to Article 12 hereof, the Issuer (or the Special Servicer
on its behalf) may direct the Trustee to release a Pledged Mortgage Asset from the lien of this Indenture, by Issuer Order delivered
to the Trustee and the Custodian at least two (2) Business Days prior to the settlement date for any sale of a Pledged Mortgage
Asset certifying that (i) it has sold such Pledged Mortgage Asset pursuant to and in compliance with Article 12 or (ii)
in the case of a redemption pursuant to Section 9.1, the proceeds from any such sale of Mortgage Assets are sufficient to
redeem the Notes pursuant to Section 9.1, and, upon receipt of a Request for Release of such Mortgage Asset from the Servicer
or the Special Servicer, the Custodian shall deliver any such Pledged Mortgage Asset, 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 Mortgage
Asset 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 Mortgage
Asset 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 Mortgage Asset 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 Special Servicer 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 Mortgage Asset, an Issuer Order certifying that such Pledged
Mortgage Asset is being paid in full. Thereafter, the Servicer or the Special Servicer, by delivery of a Request for Release, may
direct the Custodian to deliver such Pledged Mortgage Asset and the related Mortgage Asset File therefor on or before the date
set for redemption or payment, to the Servicer or the Special Servicer for redemption against receipt of the applicable redemption
price or payment in full thereof.


 




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(c)          With
respect to any Mortgage Asset subject to a workout or restructuring, the Issuer (or the Special Servicer 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 Mortgage Asset is subject to a workout or restructuring and setting forth in reasonable detail the
procedure for response thereto. Thereafter, 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 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 Mortgage Asset 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
Mortgage Asset, 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 Directing Holder 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 Mortgage Asset,
notwithstanding anything to the contrary in Section 5.5(a), the Custodian, upon receipt of a Request for Release, shall
release the related Mortgage Asset 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);


 




    	 	-140-	 



     


    

 


(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;


 


(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 Mortgage Assets 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; and


 


(3)         the
Issuer hereby directs the Note Administrator to post 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;


 




    	 	-141-	 



     


    

 


(iv)        The
following documents, which will initially be available under a tab or heading designated “special notices”:


 


(1)         notice
of final payment on the Notes delivered to the Note Administrator pursuant to Section 2.7(d);


 


(2)         notice
of termination of the Servicer or the Special Servicer;


 


(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 Directing Holder 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
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


 


(8)         the
following “investor notices” to the extent received by the Note Administrator from the Securitization Sponsor:


 


(A)         the
fair value (expressed as a percentage of the fair value of all of the Securities and dollar amount) of the EHRI the Securitization
Sponsor retained at the closing of the securitization transaction (the Preferred Shares), based on actual sale prices and finalized
tranche sizes;


 


(B)         the
fair value (expressed as a percentage of the fair value of all of the Securities and dollar amount) of the EHRI the Securitization
Sponsor is required to retain under the Credit Risk Retention Rules; and


 


(C)         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;


 




    	 	-142-	 



     


    

 


(v)         The
“Investor Q&A Forum” pursuant to Section 10.13; and


 


(vi)        Solely
to Noteholders and holders of any Preferred Shares, the “Investor Registry” pursuant to Section 10.13.


 


(b)          Privileged
Persons who execute Exhibit N-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 www.usbank.com/cdo. 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.


 




    	 	-143-	 



     


    

 


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 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 Servicer or the Special Servicer
(each, a “Q&A Respondent”) relating to any servicing reports prepared by that party, the Mortgage Assets,
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, 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 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 Placement Agents or any of their respective Affiliates.
None of the Placement Agents, the Issuer, the Co-Issuer, the Seller, 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.


 


(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.


 




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(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., CMBS.com, Inc., Markit, LLC, Interactive Data Corporation, 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.


 




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Section 10.14         Certain
Procedures.


 


For so long as the Notes
may be transferred only in accordance with Rule 144A, the Issuer 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


 


The indicator will link
to the “Additional Security Information” page, which will state that the 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, 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;


 




    	 	-146-	 



     


    

 


(3)         (a)
first, to the Backup Advancing Agent, the Backup Advancing Agent Fee and any previously due but unpaid Backup Advancing
Agent Fees (provided that the Backup Advancing Agent has not failed to make any Interest Advance required to be made in
respect of any Payment Date pursuant to the terms of this Indenture), (b) second, pro rata, based on their entitlement,
to the payment to the Note Administrator and the Trustee of the accrued and unpaid fees in respect of their services equal to,
in the aggregate, the greater of (i) 0.0165% per annum of the Aggregate Outstanding Portfolio Balance as of the first day
of the Due Period in respect of such Payment Date and (ii) U.S.$24,000 per annum, (c) third, to the payment of other
accrued and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian, the Paying Agent and
the Preferred Share Paying Agent and (d) fourth, to the payment of any other accrued and unpaid Company Administrative
Expenses, the aggregate of all such amounts in clauses (c) and (d) per Expense Year 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 Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;


 


(5)         to
the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;


 


(6)         to
the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount;


 


(7)         to
the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount;


 


(8)         to
the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount;


 


(9)         if
either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment
of, first, principal on the Class A Notes, second, principal on the Class A-S Notes, third, principal on the
Class B Notes, fourth, principal on the Class C Notes and fifth, principal on the Class D 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 and the Class D Notes have been paid in full;


 


(10)        to
the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount;


 




    	 	-147-	 



     


    

 


(11)        to
the payment of the Class E Deferred Interest Amount (in reduction of the Aggregate Outstanding Amount of the Class E Notes);


 


(12)        to
the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount;


 


(13)        to
the payment of the Class F Deferred Interest Amount (in reduction of the Aggregate Outstanding Amount of the Class F Notes);


 


(14)        to
the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified therein; and


 


(15)        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 (8) 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)         to
the payment of principal of the Class A Notes until the Class A Notes have been paid in full;


 


(3)         to
the payment of principal of the Class A-S Notes until the Class A-S Notes have been paid in full;


 


(4)         to
the payment of principal of the Class B Notes until the Class B Notes have been paid in full;


 


(5)         to
payment of principal of the Class C Notes until the Class C Notes have been paid in full;


 


(6)         to
the payment of principal of the Class D Notes until the Class D Notes have been paid in full;


 


(7)         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 (10) of Section 11.1(a)(i);


 




    	 	-148-	 



     


    

 


(8)         to
the payment of principal of the Class E Notes (including the Class E Deferred Interest Amount) until the Class E Notes have been
paid in full;


 


(9)         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 (12) of Section 11.1(a)(i);


 


(10)        to
the payment of principal of the Class F Notes (including the Class F Deferred Interest Amount) until the Class F Notes have been
paid in full; and


 


(11)        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 (3) 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;


 


(8)         to
the payment in full of principal of the Class B Notes;


 




    	 	-149-	 



     


    

 


(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 principal of the Class C Notes;


 


(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;


 


(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 Amount);


 


(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 Note (including any Class F Deferred Interest Amount)s; and


 


(17)        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.


 


(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), Section 11.1(a)(ii) or
Section 11.1(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 Mortgage Assets,
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.


 




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Section 11.2         Securities
Accounts.


 


The Issuer hereby directs
the Note Administrator to invest all amounts held by, or deposited with the Note Administrator in the Permitted Funded Companion
Participation Acquisition Account, Payment Account and Custodial Account pursuant to the provisions of this Indenture in Eligible
Investments and such amounts shall be credited to the Indenture Account that is the source of funds for such investment. Absent
such direction, funds in the foregoing accounts 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 such lower rating as the Rating Agencies 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 MORTGAGE ASSETS; ACQUISITION OF RELATED FUNDED COMPANION PARTICIPATIONS; FUTURE FUNDING ESTIMATES


 


Section 12.1         Sales
of Mortgage Assets.


 


(a)          Except
as otherwise expressly permitted or required by this Indenture, the Issuer shall not sell or otherwise dispose of any Mortgage
Asset. The Issuer may direct the Trustee in writing to sell a Mortgage Asset in the following circumstances:


 


(i)          in
the event that a Mortgage Asset is a Defaulted Mortgage Asset and the Special Servicer determines in accordance with the Servicing
Standard that the sale of such Mortgage Asset is in the best interest of the Noteholders, the Special Servicer may, on behalf of
the Issuer, sell such Mortgage Asset or the related Mortgage Loan;


 


(ii)         in
the event that the Holder of a Majority of the Preferred Shares (or its assignee) notifies the Issuer, the Trustee, the Note Administrator,
the Servicer and the Special Servicer that it is exercising its right under Section 12.1(g) to purchase a Defaulted Mortgage
Asset or a Credit Risk Mortgage Asset at the Par Purchase Price for such Mortgage Asset, the Special Servicer shall, on behalf
of the Issuer, sell such Mortgage Asset to such Holder;


 


(iii)        in
the event the Seller is required to repurchase such Mortgage Asset for the par value thereof plus accrued and unpaid interest thereon
as a result of a Material Document Defect or Material Breach of representation or warranty set forth in the Mortgage Asset Purchase
Agreement, the Special Servicer shall, on behalf of the Issuer, sell such Mortgage Asset to the Seller; and


 




    	 	-151-	 



     


    

 


(iv)        in
the event of a Clean-up Call, Tax Redemption, Optional Redemption or Auction Call Redemption pursuant to Sections 9.1(a),
(b), (c) or (d), respectively, the Special Servicer shall, on behalf of the Issuer, sell such Mortgage Asset.


 


(b)          After
the Issuer has notified the Trustee and the Note Administrator of an Optional Redemption, a Clean-up Call, a Tax Redemption or
an Auction Call Redemption in accordance with Section 9.3, any disposition of Mortgage Assets shall be effected by
the Special Servicer upon Issuer Order (which shall specify that the conditions above have been met) to the Special Servicer with
a copy to the Trustee and the Note Administrator (directly or by means of participation or other arrangement) in a manner reasonably
acceptable to the Special Servicer, and the Special Servicer shall sell in such manner, any Mortgage Asset without regard to the
foregoing limitations in Section 12.1(a); provided that:


 


(i)          the
Sale Proceeds therefrom must be used to pay certain expenses and redeem all of the Notes in whole but not in part pursuant to Section
9.1, and upon any such sale the Trustee shall release the lien of such Mortgage Asset, and the Custodian shall, upon receipt
of a Request for Release, release the related Mortgage File, pursuant to Section 10.12;


 


(ii)         the
Special Servicer on behalf of the Issuer shall not sell (and the Trustee shall not be required to release) a Mortgage Asset pursuant
to this Section 12.1(b) unless:


 


(1)         the
Special Servicer certifies to the Trustee and the Note Administrator that, based on calculations included in the certification
(which shall include the sales prices of the Mortgage Assets), the Sale Proceeds from the sale of one or more of the Mortgage Assets
and all Cash and proceeds from Eligible Investments will be at least equal to the Total Redemption Price; and


 


(2)         the
Independent accountants appointed by the Issuer pursuant to Section 10.13 shall recalculate the calculations made in clause
(1) above and prepare an agreed-upon procedures report; and


 


(iii)        in
connection with an Optional Redemption, a Clean-up Call, or a Tax Redemption, all the Mortgage Assets to be sold pursuant to this
Section 12.1(c) must be sold in accordance with the requirements set forth in Section 9.1(f);


 


(c)          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 Special Servicer will be required to determine whether the proceeds expected to be received on the Collateral 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 Special Servicer 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 (a “Note Liquidation Event”) on
the Stated Maturity Date of the Notes, the Issuer shall be obligated to liquidate the portion of Mortgage Assets sufficient to
pay the remaining principal amount of and interest on the Notes on or before the Stated Maturity Date. The Mortgage Assets to be
liquidated will be selected by the Special Servicer.


 




    	 	-152-	 



     


    

 


(d)          Notwithstanding
anything herein to the contrary, the Special Servicer 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).


 


(e)          Under
no circumstance shall the Trustee in its individual capacity be required to acquire any Mortgage Assets or any property related
thereto.


 


(f)          Any
Mortgage Asset sold pursuant to this Section 12.1 shall be released from the lien of this Indenture.


 


(g)          The
Holder of a Majority of the Preferred Shares shall have an assignable right to purchase any Defaulted Mortgage Asset or Credit
Risk Mortgage Asset for a Cash purchase price equal to the Par Purchase Price for such Mortgage Asset.


 


(h)          Pursuant
to the terms of this Agreement, any time when BSPRT Holder holds 100% of the Preferred Shares, it may contribute additional Cash
and Eligible Investments to the Issuer.


 


Section 12.2         Acquisition
of Funded Companion Participations.


 


(a)          With
respect to the Permitted Funded Companion Participation Acquisition Account, during the period ending on the earlier of (1) 120
days from the date of deposit and (2) the end of the Permitted Funded Companion Participation Acquisition Period, the Issuer shall,
if directed by BSPRT Operating Partnership, acquire Funded Companion Participations as identified by BSPRT Operating Partnership
(which shall be, and hereby are upon acquisition by the Issuer, Granted to the Trustee pursuant to the Granting Clause of this
Indenture) with funds on deposit in such account as directed by BSPRT Operating Partnership, subject to the satisfaction of the
Future Funding Acquisition Criteria as of the date of the acquisition of such Funded Companion Participation as evidenced by the
delivery to the Note Administrator of an officer’s certificate of BSPRT Operating Partnership confirming the satisfaction
of the Future Funding Acquisition Criteria. Additionally, the Issuer shall provide written notice of such acquisition to the Rating
Agencies at least five (5) Business Days prior to the related acquisition date.


 


(b)          The
acquisition by the Issuer of any Funded Companion Participation, and the remittance by the Note Administrator of amounts from the
Permitted Funded Companion Participation Acquisition Account, as applicable, as consideration for such acquisition shall be conditioned
upon (i) receipt by the Note Administrator of the officer’s certificate of BSPRT Operating Partnership confirming satisfaction
of the Future Funding Acquisition Criteria (upon which the Note Administrator may conclusively rely) substantially in the form
of Exhibit P hereto, (ii) receipt by the Custodian of the Subsequent Transfer Instrument substantially in the form
of Exhibit Q hereto with respect to the transfer of the applicable Funded Companion Participation, which Subsequent Transfer
Instrument shall, as of the date of such transfer, (1) list the purchase price for the Funded Companion Participations, (2) warrant
and confirm the satisfaction of the conditions precedent specified in Section 3 of the Mortgage Asset Purchase Agreement and (3)
reaffirm the representations and warranties made in Section 4 of the Mortgage Asset Purchase Agreement, subject only to such exceptions,
if any, as were taken by the Seller with respect to the related Participation (which are also set forth in Schedule 2 to
such transfer instrument) and (iii) if the Funded Companion Participation is evidenced by a physical certificate, receipt by the
Custodian of such certificate together with an endorsement to the Issuer and an endorsement in blank.


 




    	 	-153-	 



     


    

 


(c)          After
the termination of the Permitted Funded Companion Participation Acquisition Period, the Issuer may not acquire any Funded Companion
Participations.


 


(d)          If
the acquisition by the Issuer of all or a portion of a Future Funding Participation results, in and of itself, in a downgrade of
the ratings of any Class of Notes by Moody’s or KBRA, then BSPRT Operating Partnership shall promptly repurchase such Funded
Companion Participation at the same price as the Issuer paid to acquire it.


 


Section 12.3         Ongoing
Future Advance Estimates.


 


(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
the Future Funding Indemnitor will agree to pledge certain collateral described therein in order to secure certain future funding
obligations of the holder of the 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 the Future Funding Indemnitor 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)          Pursuant
to the Future Funding Agreement, on the Closing Date, (i) the Seller shall deliver its Largest One Quarter Future Advance Estimate
to the Servicer, the Special Servicer and the Note Administrator and (ii) the Future Funding Indemnitor shall deliver to the Servicer,
the Special Servicer, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer
of the Future Funding Indemnitor that the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One
Quarter Future Advance Estimate. Thereafter, so long as the Seller (or one of its affiliates) is the holder of any Future Funding
Participations and so long as any future advance obligations remain outstanding under such Future Funding Participations, no later
than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar-month preceding the
beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the Servicer, the Special
Servicer, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future
Funding Indemnitor that the Future Funding Indemnitor has Segregated Liquidity equal to the greater of (i) the Largest One
Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following
two calendar quarters.


 




    	 	-154-	 



     


    

 


(c)          Pursuant
to the Future Funding Agreement, for so long as the Seller (or one of its affiliates) is the holder of any Future Funding Participations
and so long as any future advance obligations remain outstanding under such Future Funding Participations and, subject to Section 12.3(d),
by (x) no earlier than the thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of, the calendar-month preceding
the beginning of each calendar quarter, the Seller is required to deliver to the Servicer, the Special Servicer, the Note Administrator
and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters
and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for
the Servicer to perform its obligations described below. The Issuer shall cause the Servicer to, within ten (10) days after receipt
of the Two Quarter Future Advance Estimate and supporting documentation from the Seller, (A) review the Seller’s Two
Quarter Future Advance Estimate and such supporting documentation and other information provided by the Seller in connection therewith,
(B) consult with the Seller with respect thereto and make such inquiry, and request such additional information (and the Seller
shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially
reasonable for the Servicer to perform its obligations described in the following clause (C), and (C) by written notice to
the Note Administrator, the Seller and the Future Funding Indemnitor substantially in the form set forth in the Servicing Agreement,
either (1) confirm that nothing has come to the attention of the Servicer in the documentation provided by the Seller that in the
reasonable opinion of the Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25%
higher than the Seller’s Two Quarter Future Advance Estimate for such period and shall state that the Seller’s Two
Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance Estimate for such
period. If the Servicer’s Two Quarter Future Advance Estimate is at least 25% higher than the Seller’s Two Quarter
Future Advance Estimate for any period, then the Servicer’s Two Quarter Future Advance Estimate for such period shall control;
otherwise, the Seller’s Two Quarter Future Advance Estimate for such period shall control.


 


(d)          No
Two Quarter Future Advance Estimate will be required to be made by the Seller or the Servicer for a calendar quarter if, by the
fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter, the Future Funding Indemnitor delivers
(which may be by email) to the Servicer, the Special Servicer, the Note Administrator and the 17g-5 Information Provider a certificate
of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated
Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions
as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Participations or (ii) no such future funding
obligations remain outstanding under the Future Funding Participations. All certifications regarding Segregated Liquidity, any
Two Quarter Future Advance Estimates, or any notices from the Servicer described in (b) and (c) above shall be emailed to the Note
Administrator at BSP.Chicago.Team@usbank.com or such other email address as provided by the Note Administrator.


 




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(e)          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 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 and Class F Notes shall be subordinate and junior to the Class A Notes to the extent and in the manner set forth
in Article XI 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 and Class
F Notes shall be subordinate and junior to the Class A-S Notes to the extent and in the manner set forth in Article XI
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 or Class F Notes to the extent and in the manner provided in
Section 11.1(a)(iii).


 


(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 and Class F Notes shall
be subordinate and junior to the Class B Notes to the extent and in the manner set forth in Article XI 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 or Class F Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 




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(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 and Class F Notes shall be subordinate
and junior to the Class C Notes to the extent and in the manner set forth in Article XI 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 or
Class F 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 and Class F Notes shall be subordinate and junior to
the Class D Notes to the extent and in the manner set forth in Article XI 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 or Class F 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 shall be subordinate and junior to the Class E Notes
to the extent and in the manner set forth in Article XI 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 to the extent and in the manner provided
in Section 11.1(a)(iii).


 


(g)          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.


 




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(h)          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.


 


(i)          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, 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, have elapsed since the final payments to the Holders of the Notes.


 


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
Servicer 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 Servicer 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 Servicer on behalf of the Issuer, unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous.


 




    	 	-158-	 



     


    

 


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.


 




    	 	-159-	 



     


    

 


(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 Directing Holder 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:


 


(a)          the
Trustee by any Securityholder or by the Note Administrator, 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 or sent
by overnight courier service guaranteeing next day delivery, 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 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 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 2017-FL2 Issuer, Ltd. at c/o Estera Trust (Cayman)
Limited, Clifton House, P.O. Box 1350, 75 Fort Street, Grand Cayman KY1-1108, Cayman Islands, Facsimile number: (345) 949-4901,
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 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 Puglisi & Associates, 850 Library Avenue,
Suite 204, Newark, Delaware 19711, 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;


 




    	 	-160-	 



     


    

 


(e)          the
Advancing Agent by the Trustee, 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., 142 West 57th Street, Suite 1201, New York, NY 10019, Attention:
Micah Goodman, with a copy to Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners L.L.C., 142
West 57th Street, Suite 1201, New York, NY 10019, and a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New
York, New York 10281, Attention: Y. 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.


 


(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 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: Jim.Goodall@situs.com, with a copy to Situs Asset Management, LLC, 5065 Westheimer,
Suite 700E, Houston, Texas 77056, Attention: Managing Director, e-mail: samnotice@situs.com, and a copy to Situs Group, LLC, 5065
Westheimer, Suite 700E, Houston, Texas 77056, Attention: Legal Department - Adriana Bourdreaux, e-mail: Legal@situs.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 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 Situs Holdings, LLC, 101 Montgomery St., Suite 2250, San Francisco, CA 94104,
Attention: Stacey Ciarlanti, e-mail: Stacey.Ciarlanti@situs.com, with a copy to samnotice@situs.com and legal@situs.com, and a
copy to Situs Group, LLC, 5065 Westheimer Suite 700E, Houston, Texas 77056, Attention: Legal Department - Adriana Bourdreaux, e-mail:
Legal@situs.com, or at any other address previously furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and
the Trustee;


 




    	 	-161-	 



     


    

 


(i)          the
Rating Agencies, by the Issuer, the Co-Issuer, 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) Kroll Bond Rating
Agency, Inc., 845 Third Avenue, New York, New York 10022, Attention: CMBS Surveillance (or by electronic mail at cmbssurveillance@kbra.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;


 


(j)          Goldman,
as a Placement Agent, by the Issuer, the Co-Issuer, 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 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Leah Nivison,
facsimile number: (212) 428-1439, e-mail: leah.nivison@gs.com, with copies to: Brian Bolton, facsimile number: (212) 291-5318,
e-mail: brian.a.bolton@gs.com and Michael Barbieri, facsimile number (212) 256-5938, e-mail: michael.barbieri@gs.com, or at any
other address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee;


 


(k)          JPMS,
as a Placement Agent, by the Issuer, the Co-Issuer, 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 J.P. Morgan Securities LLC, 383 Madison Avenue, 8th Floor, New York, New York 10179,
facsimile number: (212) 834-6250, Attention: CMBS, or at any other address furnished in writing to the Issuer, the Co-Issuer, the
Note Administrator and the Trustee;


 


(l)          the
initial Directing Holder 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 initial Directing Holder addressed to
it at BSPRT 2017-FL2 Holder, LLC, c/o Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners Realty
Trust, Inc., 142 West 57th Street, Suite 1201, New York, NY 10019, Attention: Micah Goodman, with a copy to BSPRT 2017-FL2 Holder,
LLC, c/o Benefit Street Partners L.L.C., 142 West 57th Street, Suite 1201, New York, NY 10019, 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: Y. Jeffrey Rotblat, or at any other address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator
and the Trustee; and


 




    	 	-162-	 



     


    

 


(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.


 


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.


 


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.


 


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.


 




    	 	-163-	 



     


    

 


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 Preferred Shareholders, the Preferred Share Paying Agent, the Share Registrar,
the Noteholders and the Securitization Sponsor (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.


 


Section 14.10         Submission
to Jurisdiction.


 


Each of the Issuer and
the Co-Issuer hereby 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 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.


 




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Section 14.11         Counterparts.


 


This instrument may be
executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement
in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original
counterpart to this Agreement.


 


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.


 


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 BSPRT2017-FL2_17g-5@usbank.com, specifically with a subject reference of “17g-5
–BSPRT 2017-FL2 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.


 




    	 	-165-	 



     


    

 


(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 BSPRT2017-FL2_17g-5@usbank.com, specifically with a subject reference of “17g-5 – BSPRT 2017-FL2 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);


 


(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 L hereto (which certification may be submitted electronically via the 17g-5 Website).


 




    	 	-166-	 



     


    

 


(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.


 


(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 Mortgage Assets (“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.


 




    	 	-167-	 



     


    

 


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.


 


ARTICLE 15



ASSIGNMENT OF THE MORTGAGE ASSET PURCHASE AGREEMENT


 


Section 15.1         Assignment
of Mortgage Asset 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 Mortgage Asset 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 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.


 


(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.


 




    	 	-168-	 



     


    

 


(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 Mortgage Asset 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 Mortgage
Asset 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;


 


(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; and


 


(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.


 


ARTICLE 16



ADVANCING AGENT


 


Section 16.1         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.


 




    	 	-169-	 



     


    

 


Section 16.2         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.


 


(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 16.3         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.


 




    	 	-170-	 



     


    

 


Section 16.4         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);


 


(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 16.4(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 16.5         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 16
shall become effective until the acceptance of appointment by the successor Advancing Agent under Section 16.6.


 




    	 	-171-	 



     


    

 


(b)          The
Advancing Agent may, subject to Section 16.5(a), resign at any time by giving written notice thereof to the Issuer,
the Co-Issuer, 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 an Interest Advance required by this Indenture with respect to a Payment Date, the Backup Advancing
Agent shall be required to make such Interest Advance. If the Advancing Agent fails to make a required Interest Advance that it
has not determined to be a Nonrecoverable Interest Advance with respect to a Payment Date, the Trustee may, and at the direction
of a Majority of the Controlling Class shall, (i) terminate such Advancing Agent in its capacity as advancing agent under this
Indenture and in its capacity as advancing agent under the Servicing Agreement and (ii) use reasonable efforts for ninety (90)
days after such termination to replace the Advancing Agent hereunder and under the Servicing Agreement with a successor advancing
agent, subject to the satisfaction of the Rating Agency Condition.


 


(e)          Subject
to Section 16.5(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 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 thirty (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 16.6         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 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.


 




    	 	-172-	 



     


    

 


(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 16.7         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.


 




    	 	-173-	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Indenture as of the day and year first above written.


 


	 	BSPRT 2017-FL2 ISSUER, LTD., as Issuer
	 	 	 	 
	 	Executed as a deed
	 	 	 	 
	 	By	/s/ Micah Goodman
	 	 	Name: Micah Goodman
	 	 	Title: Authorized Signatory
	 	 	 	 
	 	BSPRT 2017-FL2 CO-ISSUER, LLC, as Co-Issuer
	 	 	 	 
	 	By:	/s/ Micah Goodman
	 	 	Name: Micah Goodman
	 	 	Title: Authorized Signatory
	 	 	 	 
	 	BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P., as Advancing Agent
	 	 	 
	 	By:	/s/ Micah Goodman
	 	 	Name: Micah Goodman
	 	 	Title: Authorized Signatory


 





BSPRT 2017-FL2 - Indenture


  




     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Note Administrator
	 	 	 
	 	By:	 /s/ Scott D. DeRoss
	 	 	Name: Scott D. DeRoss
	 	 	Title: Vice President
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Scott D. DeRoss
	 	 	Name: Scott D. DeRoss
	 	 	Title: Vice President
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	/s/Kevin E. Brown
	 	 	Name: Kevin E. Brown
	 	 	Title: Vice President


 





BSPRT 2017-FL2 - Indenture


 









     


     


    

 


SCHEDULE A


 


MORTGAGE ASSET SCHEDULE


 


	Mortgage Asset	 	Mortgage Asset Type
	564 St. Johns Place	 	Owned Participation
	Mathews Crossing	 	Owned Participation
	East 9 Pickwick Plaza	 	Owned Participation
	The Remington Katy	 	Whole Loan
	TDC Portfolio	 	Owned Participation
	River House	 	Whole Loan
	Bella at Norcross	 	Whole Loan
	One North Commerce Center	 	Owned Participation
	Jackson Plaza	 	Owned Participation
	Lincoln Village	 	Owned Participation
	Shirlington Gateway	 	Owned Participation
	Hampton Inn Florida Portfolio	 	Whole Loan
	Midwest Industrial Portfolio	 	Owned Participation
	Beachside Resort Pensacola	 	Whole Loan
	Cedarbrooke Apartments	 	Owned Participation
	Nexton Office Building	 	Owned Participation
	Northcreek Place I	 	Owned Participation
	Four Points by Sheraton Salt Lake City	 	Whole Loan
	Thornton Buildings	 	Owned Participation
	Van Eyck & Del Sarto	 	Owned Participation


 




     


     


    

 


SCHEDULE B


 


LIBOR


 


Calculation of LIBOR


 


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,
on any LIBOR Determination Date, such rate does not appear on Reuters Screen LIBOR01 as of 11:00 a.m. (London time), the Calculation
Agent shall determine LIBOR on the basis of the rates at which deposits in U.S. Dollars are offered by Reference Banks at approximately
11:00 a.m. (London time) on the LIBOR Determination Date to prime banks in the London interbank market for a period of one month
commencing on the LIBOR Determination Date and in a representative amount of $1,000. The Calculation Agent shall request the principal
London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided,
the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided
as requested, the rate for that LIBOR Determination Date shall be the arithmetic mean of the rates quoted by three major banks
in New York City, selected by the Calculation Agent, at approximately 11:00 a.m. (New York City time) on the LIBOR Determination
Date for loans in U.S. Dollars to leading European banks for a period of one month commencing on the LIBOR Determination Date and
in a representative amount of $1,000, and if at least two such quotations are provided, the rate for that LIBOR Determination Date
shall be the arithmetic mean of the quotations. As used herein, “Reference Banks” means four major banks in
the London interbank market selected by the Calculation Agent.


 


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 (c) 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%)).


 


In the event the Servicer
determines with respect to the Mortgage Loans that by reason of circumstances affecting the interbank Eurodollar market, adequate
and reasonable means do not exist for ascertaining LIBOR (a “Successor Benchmark Rate Event” ), then the Note
Interest Rate for each Class of Notes for each Payment Date thereafter shall be modified to be the Prime Rate plus the Prime Rate
Spread for the applicable Class of Notes (but in no event shall the Note Interest Rate for any Class of Notes be less than the
applicable LIBOR Spread).


 


If the Servicer determines
with respect to the Mortgage Loans that the event(s) or circumstance(s) that resulted in such conversion to the Prime Rate are
no longer applicable, then the Note Interest Rate for each Class of Notes for each Payment Date thereafter shall revert back to
be LIBOR plus the original LIBOR Spread for the applicable Class of Notes.


 


“LIBOR Spread”
means, with respect to each Class of Notes, the percentage over LIBOR used to determine the Note Interest Rate for such Class of
Notes.


 


“Prime Rate”
means the rate of interest published in The Wall Street Journal from time to time as the “Prime Rate.” If The
Wall Street Journal ceases to publish the “prime rate,” the Calculation Agent or the Trustee shall use the equivalent
publication or comparable interest rate index selected by the Servicer in connection with calculating interest due with respect
to the Mortgage Loans.


 


“Prime Rate
Spread” means, with respect to any Class of Notes, the difference (expressed as the number of basis points) between (A)
LIBOR on the LIBOR Determination Date that LIBOR was last applicable to such Class plus the LIBOR Spread on such Class and (B)
the Prime Rate on the LIBOR Determination Date that LIBOR was last applicable to such Class.