Exhibit 10.1


 


EXECUTION VERSION


 





 


BSPRT 2022-FL8 ISSUER, LTD.,

as Issuer


 


BSPRT 2022-FL8 CO-ISSUER, LLC,

as Co-Issuer


 


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

as Advancing Agent


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Note Administrator


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

as Custodian


 





 



 


INDENTURE


 





 



 


Dated as of February 15, 2022


 





 



     


     


    







 


TABLE OF CONTENTS 


Page


 


ARTICLE 1


 


DEFINITIONS


 


	Section 1.1	Definitions	3
	Section 1.2	Interest Calculation Convention	54
	Section 1.3	Rounding Convention	54



 








ARTICLE 2


 


THE NOTES


 


	Section 2.1	Forms Generally	55
	Section 2.2	Forms of Notes and Certificate of Authentication	55
	Section 2.3	Authorized Amount; Stated Maturity Date; and Denominations	56
	Section 2.4	Execution, Authentication, Delivery and Dating	57
	Section 2.5	Registration, Registration of Transfer and Exchange	58
	Section 2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note	65
	Section 2.7	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	66
	Section 2.8	Persons Deemed Owners	70
	Section 2.9	Cancellation	70
	Section 2.10	Global Notes; Definitive Notes; Temporary Notes	70
	Section 2.11	U.S. Tax Treatment of Notes and the Issuer	72
	Section 2.12	Authenticating Agents	73
	Section 2.13	Forced Sale on Failure to Comply with Restrictions	74
	Section 2.14	No Gross Up	75
	Section 2.15	Credit Risk Retention	75
	Section 2.16	Effect of Benchmark Transition Event	75



 





ARTICLE 3


 


CONDITIONS
PRECEDENT; PLEDGED COLLATERAL INTERESTS


 


	Section 3.1	General Provisions	77
	Section 3.2	Security for Offered Notes	78
	Section 3.3	Transfer of Collateral	81



 









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ARTICLE 4


 


SATISFACTION
AND DISCHARGE





 


	Section 4.1	Satisfaction and Discharge of Indenture	89
	Section 4.2	Application of Amounts held in Trust	91
	Section 4.3	Repayment of Amounts Held by Paying Agent	91
	Section 4.4	Limitation on Obligation to Incur Company Administrative Expenses	91






 


ARTICLE 5


 


REMEDIES


 


	Section 5.1	Events of Default	92
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	94
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	95
	Section 5.4	Remedies	98
	Section 5.5	Preservation of Collateral	100
	Section 5.6	Trustee May Enforce Claims Without Possession of Notes	101
	Section 5.7	Application of Amounts Collected	101
	Section 5.8	Limitation on Suits	101
	Section 5.9	Unconditional Rights of Noteholders to Receive Principal and Interest	102
	Section 5.10	Restoration of Rights and Remedies	102
	Section 5.11	Rights and Remedies Cumulative	102
	Section 5.12	Delay or Omission Not Waiver	102
	Section 5.13	Control by the Controlling Class	103
	Section 5.14	Waiver of Past Defaults	103
	Section 5.15	Undertaking for Costs	104
	Section 5.16	Waiver of Stay or Extension Laws	104
	Section 5.17	Sale of Collateral	104
	Section 5.18	Action on the Notes	105



 











ARTICLE 6


 


THE TRUSTEE
AND NOTE ADMINISTRATOR


 


	Section 6.1	Certain Duties and Responsibilities	105
	Section 6.2	Notice of Default	108
	Section 6.3	Certain Rights of Trustee and Note Administrator	109
	Section 6.4	Not Responsible for Recitals or Issuance of Notes	111
	Section 6.5	May Hold Notes	111
	Section 6.6	Amounts Held in Trust	111
	Section 6.7	Compensation and Reimbursement	111
	Section 6.8	Corporate Trustee Required; Eligibility	113
	Section 6.9	Resignation and Removal; Appointment of Successor	113
	Section 6.10	Acceptance of Appointment by Successor	115
	Section 6.11	Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator	116
	Section 6.12	Co-Trustees and Separate Trustee	116
	Section 6.13	Direction to enter into the Servicing Agreement	117
	Section 6.14	Representations and Warranties of the Trustee	117
	Section 6.15	Representations and Warranties of the Note Administrator	118
	Section 6.16	Requests for Consents	119
	Section 6.17	Withholding	119


 


 






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ARTICLE 7


 


COVENANTS


 


	Section 7.1	Payment of Principal and Interest	119
	Section 7.2	Maintenance of Office or Agency	120
	Section 7.3	Amounts for Note Payments to be Held in Trust	120
	Section 7.4	Existence of the Issuer and Co-Issuer	122
	Section 7.5	Protection of Collateral	124
	Section 7.6	Notice of Any Amendments	125
	Section 7.7	Performance of Obligations	125
	Section 7.8	Negative Covenants	126
	Section 7.9	Statement as to Compliance	127
	Section 7.10	Issuer and Co-Issuer May Consolidate or Merge Only on Certain Terms	127
	Section 7.11	Successor Substituted	130
	Section 7.12	No Other Business	130
	Section 7.13	Reporting	130
	Section 7.14	Calculation Agent	131
	Section 7.15	REIT Status	131
	Section 7.16	Permitted Subsidiaries	133
	Section 7.17	Repurchase Requests	134
	Section 7.18	Purchase of Ramp-Up Collateral Interests and the Delayed Close Collateral Interests	134
	Section 7.19	Ramp-Up Completion Date Actions	135
	Section 7.20	Servicing of Commercial Real Estate Loans and Control of Servicing Decisions	135
	Section 7.21	ABS Due Diligence Services	136


 


ARTICLE 8



SUPPLEMENTAL INDENTURES


 


	Section 8.1	Supplemental Indentures Without Consent of Securityholders	136
	Section 8.2	Supplemental Indentures with Consent of Securityholders	140
	Section 8.3	Execution of Supplemental Indentures	141
	Section 8.4	Effect of Supplemental Indentures	143
	Section 8.5	Reference in Notes to Supplemental Indentures	143



 






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ARTICLE 9


 


REDEMPTION
OF SECURITIES; REDEMPTION PROCEDURES





 


	Section 9.1	Clean-up Call; Tax Redemption; Optional Redemption; and Auction Call Redemption	143
	Section 9.2	Record Date for Redemption	145
	Section 9.3	Notice of Redemption or Maturity	145
	Section 9.4	Notes Payable on Redemption Date	146
	Section 9.5	Mandatory Redemption	146



 








ARTICLE 10


 


ACCOUNTS,
ACCOUNTINGS AND RELEASES


 


	Section 10.1	Collection of Amounts; Custodial Account	146
	Section 10.2	Reinvestment Account	147
	Section 10.3	Payment Account	148
	Section 10.4	Unused Proceeds Account	149
	Section 10.5	Expense Reserve Account	150
	Section 10.6	[Reserved]	151
	Section 10.7	Interest Advances	151
	Section 10.8	Reports by Parties	154
	Section 10.9	Reports; Accountings	154
	Section 10.10	Release of Collateral Interests; Release of Collateral	157
	Section 10.11	[Reserved]	158
	Section 10.12	Information Available Electronically	159
	Section 10.13	Investor Q&A Forum; Investor Registry	162
	Section 10.14	Certain Procedures	164


 


ARTICLE 11



APPLICATION OF FUNDS


 


	Section 11.1	Disbursements of Amounts from Payment Account	164
	Section 11.2	Securities Accounts	171












 


ARTICLE 12


 


SALE OF
COLLATERAL INTERESTS; REINVESTMENT COLLATERAL INTERESTS; FUTURE FUNDING ESTIMATES


 


	Section 12.1	Sales of Collateral Interests	172
	Section 12.2	Reinvestment Collateral Interests	174
	Section 12.3	Conditions Applicable to all Transactions Involving Sale or Grant	175
	Section 12.4	Modifications to Note Protection Tests	176
	Section 12.5	Future Funding Agreement	176



 






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ARTICLE 13


 


NOTEHOLDERS’
RELATIONS


 


	Section 13.1	Subordination	177
	Section 13.2	Standard of Conduct	178



 








ARTICLE 14


 


MISCELLANEOUS


 


	Section 14.1	Form of Documents Delivered to the Trustee and Note Administrator	180
	Section 14.2	Acts of Securityholders	180
	Section 14.3	Notices, etc., to the Trustee, the Note Administrator, the Issuer, the Co-Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Preferred Share Paying Agent, the Placement Agents, the Collateral Manager, the Custodian and the Rating Agencies	181
	Section 14.4	Notices to Noteholders; Waiver	185
	Section 14.5	Effect of Headings and Table of Contents	186
	Section 14.6	Successors and Assigns	186
	Section 14.7	Severability	186
	Section 14.8	Benefits of Indenture	186
	Section 14.9	Governing Law; Waiver of Jury Trial	186
	Section 14.10	Submission to Jurisdiction	187
	Section 14.11	Counterparts	187
	Section 14.12	Liability of Co-Issuers	187
	Section 14.13	17g-5 Information	188
	Section 14.14	Rating Agency Condition	190
	Section 14.15	Patriot Act Compliance	190
	Section 14.16	Merger, Conversion, Consolidation or Succession to Business of Custodian	190



 








ARTICLE 15


 


ASSIGNMENT
OF THE COLLATERAL INTEREST PURCHASE AGREEMENTS


 


	Section 15.1	Assignment of Collateral Interest Purchase Agreement	191



 








ARTICLE 16


 


CURE RIGHTS;
PURCHASE RIGHTS


 


	Section 16.1	[Reserved]	193
	Section 16.2	Collateral Interest Purchase Agreements	193
	Section 16.3	Representations and Warranties Related to Ramp-Up Collateral Interests, Reinvestment Collateral Interests and Exchange Collateral Interests	193
	Section 16.4	Operating Advisor	194
	Section 16.5	Purchase Right; Holder of a Majority of the Preferred Shares	194


 






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ARTICLE 17


 


ADVANCING
AGENT


 


	Section 17.1	Liability of the Advancing Agent	195
	Section 17.2	Merger or Consolidation of the Advancing Agent	195
	Section 17.3	Limitation on Liability of the Advancing Agent and Others	195
	Section 17.4	Representations and Warranties of the Advancing Agent	196
	Section 17.5	Resignation and Removal; Appointment of Successor	197
	Section 17.6	Acceptance of Appointment by Successor Advancing Agent	198
	Section 17.7	Removal and Replacement of Backup Advancing Agent	198



 


SCHEDULES


 


	Schedule A	Schedule of Collateral Interests
	Schedule B	Benchmark
	Schedule C	List of Authorized Officers of Collateral Manager



 


EXHIBITS


 


	Exhibit A-1	Form of Class A Senior Secured Floating Rate Note (Global Note)
	Exhibit A-2	Form of Class A Senior Secured Floating Rate Note (Definitive Note)
	Exhibit B-1	Form of Class A-S Second Priority Secured Floating Rate Note (Global Note)
	Exhibit B-2	Form of Class A-S Second Priority Secured Floating Rate Note (Definitive Note)
	Exhibit C-1	Form of Class B Third Priority Secured Floating Rate Note (Global Note)
	Exhibit C-2	Form of Class B Third Priority Secured Floating Rate Note (Definitive Note)
	Exhibit D-1	Form of Class C Fourth Priority Secured Floating Rate Note (Global Note)
	Exhibit D-2	Form of Class C Fourth Priority Secured Floating Rate Note (Definitive Note)
	Exhibit E-1	Form of Class D Fifth Priority Secured Floating Rate Note (Global Note)
	Exhibit E-2	Form of Class D Fifth Priority Secured Floating Rate Note (Definitive Note)
	Exhibit F-1	Form of Class E Sixth Priority Secured Floating Rate Note (Global Note)
	Exhibit F-2	Form of Class E Sixth Priority Secured Floating Rate Note (Definitive Note)
	Exhibit G-1	Form of Class F Seventh Priority Floating Rate Note (Global Note)
	Exhibit G-2	Form of Class F Seventh Priority Floating Rate Note (Definitive Note)
	Exhibit H-1	Form of Class G Eighth Priority Floating Rate Note (Global Note)
	Exhibit H-2	Form of Class G Eighth Priority Floating Rate Note (Definitive Note)
	Exhibit I-1	Form of Class H Ninth Priority Floating Rate Note (Global Note)
	Exhibit I-2	Form of Class H Ninth Priority Floating Rate Note (Definitive Note)
	Exhibit J-1	Form of Transfer Certificate – Regulation S Global Note
	Exhibit J-2	Form of Transfer Certificate – Rule 144A Global Note
	Exhibit J-3	Form of Transfer Certificate – Definitive Note
	Exhibit K	Form of Closing Document Checklist Regarding the Collateral Interest File
	Exhibit L	Form of Custodian Receipt
	Exhibit M	Form of Request for Release
	Exhibit N	Form of NRSRO Certification
	Exhibit O	Form of Online Market Data Provider Certification
	Exhibit P	Form of Representations and Warranties For Collateral Interests
	Exhibit Q	Form of Note Administrator’s Monthly Report
	Exhibit R-1	Form of Investor Certification (for Non-Borrower Affiliates)
	Exhibit R-2	Form of Investor Certification (for Borrower Affiliates)


 






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INDENTURE,
dated as of February 15, 2022, by and among BSPRT 2022-FL8 ISSUER, LTD., an exempted company incorporated with limited liability
under the laws of the Cayman Islands (the “Issuer”), BSPRT 2022-FL8 CO-ISSUER, LLC, a limited liability company
formed under the laws of Delaware (the “Co-Issuer”), U.S. BANK TRUST COMPANY, 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 TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent,
transfer agent, authentication agent and backup advancing agent (in all of the foregoing capacities, together with its permitted successors
and assigns, the “Note Administrator”), U.S. BANK NATIONAL ASSOCIATION, as custodian (herein, together with its permitted
successors and assigns in the trusts hereunder, the “Custodian”), and BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP,
L.P. (including any successor by merger, “BSPRT Operating Partnership”), a Delaware limited partnership, as advancing
agent (herein, together with its permitted successors and assigns in the trusts hereunder, the “Advancing Agent”).


 


PRELIMINARY STATEMENT


 


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


 


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


 


GRANTING CLAUSES


 


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


 


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


 


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


 


(c)            the
Eligible Investments;


 


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


 


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


 






     



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE 1


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“Accepted
Loan Servicer”: Any commercial mortgage loan master or primary servicer that (1) is engaged in the business of
servicing commercial mortgage loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Commercial
Real Estate Loans underlying the Collateral Interests owned or to be owned by the Issuer, (2) as to which Moody’s has not
cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed
securities transaction serviced by such servicer prior to the time of determination and (3)(a) has a current ranking from DBRS
Morningstar of at least MOR CS3, if ranked by DBRS Morningstar, or (b) if not ranked by DBRS Morningstar, within the prior
twelve (12) month period, has acted as a servicer in a commercial mortgage backed securities transaction rated by DBRS Morningstar
and DBRS Morningstar has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in
any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination.


 


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


 


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


 


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


 


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


 






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


 


“Acquisition Criteria”:
Acquisitions of Ramp-Up Collateral Interests, Reinvestment Collateral Interests and Exchange Collateral Interests will be permitted only
if, as of the date of the commitment to purchase such Collateral Interest:


 


(i)            for
commitments to purchase made after the Ramp-Up Acquisition Period, the Note Protection Tests are satisfied;


 


(ii)            for
commitments to purchase made at any time, no Event of Default has occurred and is continuing; and


 


(iii)            for
commitments to purchase made at any time, its acquisition will be in compliance with the Acquisition and Disposition Requirements.


 


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


 


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


 


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


 





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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Applicable DBRS Morningstar
Eligible Investment Rating”: (A) In the case of such investments with a maturity of 30 days or less, the short-term debt
obligations of which are rated at least “R-1 (middle)” or the long term obligations of which are rated at least “A”,
(B) in the case of such investments with a maturity of 90 days or less but greater than 30 days, the short-term debt obligations
of which are rated at least “R-1 (middle)” or the long term obligations of which are rated at least “AA (low)”,
(C) in the case of such investments with a maturity of 180 days or less but greater than 90 days, the short-term debt obligations
of which are rated at least “R-1 (high)” or the long term obligations of which are rated at least “AA”, and (D) in
the case of such investments with a maturity of 365 days or less but greater than 180 days, the short term debt obligations of which are
rated at least “R-1 (high)” or the long term obligations of which are rated at least “AAA”, in the case of each
of clauses (A) through (D), if then rated by DBRS Morningstar and, if not so rated, an equivalent or higher rating by two other NRSROs.


 





“Applicable Moody’s
Eligible Investment Rating”: In the case of such investments, the short-term debt obligations of which are rated at least “P-1”
by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s.


 


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


 


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


 






    -5-


     


    

 


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


 





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


 


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


 


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


 






    -6-


     


    

 


“Assumed LIBOR Rate”:
0.11300%.


 


“Assumed Term SOFR
Rate”: 0.06345%.


 


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


 


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


 


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


 


“Backup Advancing Agent”:
The Note Administrator, solely in its capacity as Backup Advancing Agent hereunder, or any successor Backup Advancing Agent; provided
that any such successor Backup Advancing Agent must be a financial institution having a long-term unsecured debt rating at least equal
to “A2” by Moody’s and “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating
by any two other NRSROs (which may include Moody’s)) and a short-term unsecured debt rating from Moody’s at least equal to
 “P-1.”


 


“Bank”: U.S.
Bank Trust Company, National Association, a national banking association, in its individual capacity and not as Trustee or Note Administrator
and, if any Person is appointed as a successor Trustee, such person in its individual capacity and not as Trustee.


 


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


 


“Benchmark”:
The reference rate used to determine the rate at which interest will accrue on a Class of Notes, which (1) initially
will be Compounded SOFR and (2) from and after the occurrence of a Benchmark Transition Event and its related Benchmark Replacement
Date with respect to Compounded SOFR or the then-current Benchmark, will be the applicable Benchmark Replacement.


 


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


 






    -7-


     


    

 


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


 


(1)            Term
SOFR;


 


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


 





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


 


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


 


In no event may the Benchmark
Replacement be less than zero.


 


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


 


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


 


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


 


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


 


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


 






    -8-


     


    

 


“Benchmark
Replacement Date”: (1) In the case of clause (1) or (2) of the definition of “Benchmark Transition
Event,” the earlier of (a) the later of (i) the date of the public statement or publication of information referenced
therein and (ii) the date on which the administrator of the relevant Benchmark permanently or indefinitely ceases to provide such
Benchmark and (b) the date selected by the Collateral Manager, in its sole discretion, to be an appropriate Benchmark Replacement
Date based on market practice; (2) in the case of clause (3) of the definition of “Benchmark Transition Event,”
the date of the public statement or publication of information; or (3) in the case of clause (4) of the definition of “Benchmark
Transition Event,” the date selected by the Collateral Manager, in its sole discretion, to be an appropriate Benchmark Replacement
Date based on market practice; provided, however, that, other than in the case of clauses (1)(b) and (3) above,
on or after the 60th day preceding the date on which such Benchmark Replacement Date would otherwise occur (if applicable), the Collateral
Manager may give written notice to the Issuer, the Co-Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Trustee, the
Note Administrator, the Calculation Agent (if different from the Note Administrator), the Noteholders, the Preferred Shareholders and
the Rating Agencies in which the Collateral Manager designates an earlier date (but not earlier than the 30th day following such notice)
and represents that such earlier date will facilitate an orderly transition of the transaction to the Benchmark Replacement, in which
case such earlier date will be the Benchmark Replacement Date.


 





In
the case of a Benchmark Replacement Date determined pursuant to clauses (1)(b) or (3) above, the Collateral Manager will be
required to provide written notice of its selected Benchmark Replacement Date to the Issuer, the Co-Issuer, the Advancing Agent, the Servicer,
the Special Servicer, the Trustee, the Note Administrator, the Calculation Agent (if different from the Note Administrator), the Noteholders,
the Preferred Shareholders and the Rating Agencies at least thirty (30) days prior to such Benchmark Replacement Date.


 


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


 


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


 


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


 


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


 


(4)            if
the Benchmark is Compounded SOFR, either (a) the Collateral Manager determines that at least 50% of Freddie Mac floating rate commercial
mortgage-backed securitization K-F00 Series, K-Deals® issued in the preceding 6 months bear interest based on Term SOFR
or (b) at any time more than 6 months after the Closing Date, holders of at least 66-2/3% in Aggregate Outstanding Amount of the
Controlling Class consent to a request by the Collateral Manager to change the Benchmark to Term SOFR.


 





“Barclays”:
Barclays Capital Inc.


 


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


 






    -9-


     


    

 


“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
Holder”: BSPRT 2022-FL8 Holder, LLC, a direct wholly-owned subsidiary of FBRT Sub REIT.


 


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


 


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


 


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


 


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


 





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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -10-


     


    

 


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


 


“Class A
Notes”: The Class A Senior Secured Floating Rate Notes due 2037, 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) Compounded SOFR for the related Interest Accrual Period plus (b) 1.50% plus
(c) with respect to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in December 2027,
0.25%.


 


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


 


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


 


“Class A-S
Notes”: The Class A-S Second Priority Secured Floating Rate Notes due 2037, 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) Compounded SOFR for the related Interest Accrual Period plus (b) 1.85% plus
(c) with respect to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in December 2027,
0.25%.


 


“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 three hundred sixty (360) and (iii) the Class B
Rate.


 


“Class B
Notes”: The Class B Third Priority Secured Floating Rate Notes due 2037, 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) Compounded SOFR for the related Interest Accrual Period plus (b) 2.05% plus
(c) with respect to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in December 2027,
0.50%.


 






    -11-


     


    

 


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


 


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


 


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


 





“Class C
Notes”: The Class C Fourth Priority Secured Floating Rate Notes due 2037, 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) Compounded SOFR for the related Interest Accrual Period plus (b) 2.30% plus
(c) with respect to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in December 2027,
0.50%.


 


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


 


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


 


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


 


“Class D
Notes”: The Class D Fifth Priority Secured Floating Rate Notes due 2037, 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) Compounded SOFR for the related Interest Accrual Period plus (b) 2.80% plus
(c) with respect to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in December 2027,
0.50%.


 






    -12-


     


    

 


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


 


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


 





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


 


“Class E
Notes”: The Class E Sixth Priority Secured Floating Rate Notes due 2037, 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) Compounded SOFR for the related Interest Accrual Period plus
(b) 3.50% plus (c) with respect to each Payment Date (and related Interest Accrual Period) on and after the Payment Date
in December 2027, 0.50%.


 


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


 


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


 


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


 


“Class F
Notes”: The Class F Seventh Priority Floating Rate Notes due 2037, issued by the Issuer pursuant to this Indenture.


 


“Class F
Rate”: With respect to any Class F Note, the per annum rate at which interest accrues on such Note for any Interest
Accrual Period, which shall be equal to (a) Compounded SOFR for the related Interest Accrual Period plus (b) 4.00%.


 


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


 






    -13-


     


    

 


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


 


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


 


“Class G
Notes”: The Class G Eighth Priority Floating Rate Notes due 2037, issued by the Issuer pursuant to this Indenture.


 


“Class G
Rate”: With respect to any Class G Note, the per annum rate at which interest accrues on such Note for any Interest
Accrual Period, which shall be equal to (a) Compounded SOFR for the related Interest Accrual Period plus (b) 5.00%.


 


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


 


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


 


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


 


“Class H
Notes”: The Class H Ninth Priority Floating Rate Notes due 2037, issued by the Issuer pursuant to this Indenture.


 


“Class H
Rate”: With respect to any Class H Note, the per annum rate at which interest accrues on such Note for any Interest
Accrual Period, which shall be equal to (a) Compounded SOFR for the related Interest Accrual Period plus (b) 6.25%.


 


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


 


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


 


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


 


“Closing
Date”: February 15, 2022.


 


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


 


“Closing Date Exception
Notice”: The meaning set forth in Section 3.3(f) hereof.


 






    -14-


     


    

  


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


 


“Co-Issuer”:
BSPRT 2022-FL8 Co-Issuer, LLC, a limited liability company formed under the laws of the State of Delaware, until a successor Person shall
have become the Co-Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Co-Issuer” shall
mean such successor Person.


 


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


 


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


 


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


 


“Collateral
Interest Purchase Agreement”: The collateral interest purchase agreement entered into among the Issuer, the Seller, BSPRT Operating
Partnership and FBRT Sub REIT 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.


 


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


 


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


 


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


 


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


 






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


 


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


 


“Commercial Real Estate
Loans”: The Mortgage Loans.


 


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


 


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





 


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


 






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


 


“Compounded SOFR”:
The compounded average of SOFRs calculated for the preceding 30-day period, which will be calculated as described on Schedule B
hereto.


 


“Compounded SOFR Administrator”:
The Federal Reserve Bank of New York or a successor administrator of the secured overnight financing rate or the rate currently identified
as “30-Day Average SOFR”, as applicable.


 


“Compounded SOFR Source”:
The website of the Federal Reserve Bank of New York, currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind, or any
successor source for the rate currently identified as “30-Day Average SOFR” identified as such by the Compounded SOFR Administrator
from time to time.


 


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


 


“Corporate Custodian
Office”: The designated corporate office of the Custodian for the delivery of the Asset Documents, currently located at 1133 Rankin
Street, Suite 100, St. Paul, Minnesota 55116, Attention: Commercial Certifications – BSPRT 2022-FL8, fax: (651) 695-6102,
or such other address as the Custodian may designate from time to time by notice to the Noteholders, the Holder of the Preferred Shares,
the Collateral Manager, the 17g-5 Information Provider and the parties hereto.


 


“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 2022-FL8, and (b)  for all other purposes, 190 South LaSalle Street,
8th Floor, Chicago, Illinois 60603, Attention: Global Corporate Trust – BSPRT 2022-FL8 Issuer, Ltd., or such
other address as the Note Administrator or Trustee, as applicable, may designate from time to time by notice to the Noteholders, the
Holder of the Preferred Shares, the Collateral Manager, the 17g-5 Information Provider and the parties hereto.


 






    -17-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






    -18-


     


    

 


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


 


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


 


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


 


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


 


“Delayed
Close Collateral Interest”: Each Collateral Interest identified as a Delayed Close Collateral Interest on Schedule
A hereto.


 


“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 next Business Day, commencing on the
Determination Date in March 2022.


 


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


 


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


 


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


 






    -19-


     


    

 


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


 


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





 


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


 


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


 


“Eligibility
Criteria”: The criteria set forth below with respect to any Ramp-Up Collateral Interest, any Reinvestment Collateral Interest
or any Exchange Collateral Interest, compliance with which shall be evidenced by an Officer's Certificate of the Collateral Manager delivered
to the Trustee as of the date of such acquisition:


 


(i)
           it is a whole loan, a trust certificate representing a 100%
beneficial interest in a whole loan, or a Senior Participation in a whole loan that is secured by a Multifamily Property or Student Housing
Property;


 


(ii)
         the aggregate Principal Balance of the Collateral Interests secured by properties
that are Student Housing Properties does not exceed 5.0% of the Aggregate Outstanding Portfolio Balance;


 


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


 


(iv)
           except with respect to any Fixed
Rate Collateral Interest, it provides for monthly payments of interest at a floating rate based on one-month LIBOR, Compounded SOFR,
one-month Term SOFR or another generally acceptable floating rate index or successor benchmark rate;


 


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


 


(vi)
          it has a Moody’s Rating;


 


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


 


(viii)
           it is not an Equity Interest;


 


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


 






    -20-


     


    

 


(x)
          the Collateral Manager has determined that it has an As-Stabilized
LTV that is not greater than (i) in the case of Collateral Interests secured by Multifamily Properties, 80.0% and (ii) in the
case of Collateral Interests secured by Student Housing Properties, 75.0%;


 


(xi)
          the Collateral Manager has determined that it has an U/W Stabilized
NCF DSCR that is not less than (i) in the case of Collateral Interests secured by Multifamily Properties, 1.15x and (ii) in
the case of Student Housing Properties, 1.25x;


 


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


 


(xiii)
         the Principal Balance of such Collateral Interest
(plus any previously-acquired participation interests in the same underlying Commercial Real Estate Loan but excluding any participation
interests that were included as part of the Closing Date Collateral Interests) is not greater than $100,000,000;


 


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


 


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


 


(C)
           the aggregate Principal Balance of Collateral Interests secured
by Mortgaged Properties located in (w) Texas is no more than 50.0% of the Aggregate Outstanding Portfolio Balance, (x) no metropolitan
statistical area in Texas is more than 25.0% of the Aggregate Outstanding Portfolio Balance, (y) California, Florida and New York
is (in each case) no more than 40.0% of the Aggregate Outstanding Portfolio Balance and (z) any other state is no more than 20.0%
of the Aggregate Outstanding Portfolio Balance; and


 


(D)
           the Herfindahl Score is greater
than or equal to 18.0;


 


(xv)
         the Moody’s Weighted Average Rating Factor is equal to or less than
5,250;


 


(xvi)
      a No Downgrade Confirmation has been received from DBRS Morningstar
with respect to the acquisition of such Collateral Interest;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -22-


     


    

 


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


 


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


 


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


 


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


 





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


 


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


 


provided,
however, that (i) for purposes of clauses (ii), (v), (xiv), (xv) and (xviii)(B) above, (a) compliance for
any acquisition by the Issuer during the Ramp-Up Acquisition Period shall be determined as of the Ramp-Up Completion Date and (b) if
the acquisition of such Collateral Interest would maintain or improve compliance with the applicable concentration limits after giving
effect to such acquisition, then such Eligibility Criteria will be deemed to have been satisfied and (ii) any determination of a
percentage pursuant to the Eligibility Criteria (except for the Weighted Average Spread or Weighted Average Coupon of all Collateral
Interests) shall be rounded to the nearest 1/10th of one percent.


 






    -23-


     


    

 


“Eligible
Account”: (i) An account maintained with a federal or state chartered depository institution or trust company or an account
or accounts maintained with the Securities Intermediary that has, in each case, (a) a long-term unsecured debt rating of at least
 “A2” by Moody’s and “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating
by any two other NRSROs (which may include Moody’s)) and (b) a short-term unsecured debt rating of at least “P-1”
by Moody’s and “R-1(middle)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by any
two other NRSROs (which may include Moody’s)); and (ii) 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 (a) 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, (b) any such institution or trust company has a long term unsecured debt rating by DBRS Morningstar of
at least “BBB(high)”, or if not rated by DBRS Morningstar, at least an equivalent rating by two other NRSROs and (c) any
such account is subject to fiduciary funds on deposit regulations substantially similar to 12 C.F.R. § 9.10(b); or (iii) 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 that satisfy the Applicable DBRS Morningstar Eligible Investment
Rating and the Applicable Moody’s Eligible Investment Rating;


 






    -24-


     


    

 


(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 unsecured debt rating satisfies the Applicable
DBRS Morningstar Eligible Investment Rating and the Applicable Moody’s Eligible Investment Rating;


 


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


 


(v)            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 debt rating that satisfies the Applicable DBRS Morningstar Eligible Investment Rating and the
Applicable Moody’s Eligible Investment Rating;


 


(vi)          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 in the highest long-term or short-term rating category by DBRS Morningstar
or, if not rated by DBRS Morningstar, an equivalent rating by any two other NRSROs (which may include Moody’s); and





 


(vii)            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 Collateral as an Eligible Investment without adversely affecting its then-current ratings
on the Notes and (2) DBRS Morningstar has confirmed may be included in the portfolio of Collateral as an Eligible Investment without
adversely affecting its then-current ratings on the Notes;


 


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


 






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


 


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


 


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


 


“EU/UK
Retention Holder Originated Collateral Interest”: A Collateral Interest as to which the EU/UK Retention Holder either (i) itself
or through related entities, directly or indirectly, was involved in the original agreement which created such Collateral Interest, or
(ii)acquired such Collateral Interest from a third party for its own account before the sale or transfer of that Collateral Interest
to the Issuer, in each case as contemplated by Article 2(3) of each Securitization Regulation.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





“FBRT
Sub REIT”: FBRT Sub REIT, a Maryland real estate investment trust.


 


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


 


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


 


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


 


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


 


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


 


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


 






    -27-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -28-


     


    

 


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


 


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


 


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





 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 





“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, the Class F Interest Distribution Amount, the Class G Interest Distribution
Amount and the Class H Interest Distribution Amount.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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





 


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


 


(10)            Cash
and Eligible Investments that are contributed by the holder of 100% of the Preferred Shares or an affiliate thereof and designated as
 “Interest Proceeds” on or before the Determination Date; and


 


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


 


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


 


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


 






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


 


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


 


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


 





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


 


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


 


“Issuer”:
BSPRT 2022-FL8 Issuer, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, until
a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer”
shall mean such successor Person.


 


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


 


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


 






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


 


“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).


 


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


 





“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.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 





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


 


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


 


“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 Rating”:
With respect to any Collateral Interest will be the private credit assessment assigned to such Collateral Interest by Moody’s for
the Issuer.


 


“Moody’s Ramp-Up
Condition”: A condition that will be satisfied if either (A) the Issuer or the Collateral Manager has provided to Moody’s
the Ramp-Up Completion Date Report and the Ramp-Up Completion Date Report confirms that, as of the Ramp-Up Completion Date, the Note
Protection Tests were satisfied or (B) with respect to the Ramp-Up Acquisition Period, Moody’s has provided written confirmation
(including by means of electronic message, facsimile transmission, press release, posting to its internet website or other means then
considered industry standard) that Moody’s will not downgrade or withdraw its initial rating for any Class of Notes that it
has rated.


 


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


 






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



 


“Moody’s
Recovery Rate”: 60%.


 


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


  


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


 


“Mortgaged
Property”: With respect to any Commercial Real Estate Loan, the multifamily mortgaged property or properties securing such Commercial
Real Estate Loan.


 


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


 


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


 


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


 


(ii)            the
aggregate Principal Balance of Cash and Eligible Investments held as Principal Proceeds;


 


(iii)            the
aggregate Principal Balance of Cash and Eligible Investments held in each of the Unused Proceeds Account and the Reinvestment Account;
and


 


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


 


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


 






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“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 Indenture, at any time during which the
Notes are no longer rated by a Rating Agency, a No Downgrade Confirmation shall not be required from such Rating Agency under this
Indenture.


 


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


 


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


 


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


 


“Non-call
Period”: The period from the Closing Date to and including the Business Day immediately preceding the Payment Date in February 2024
during which no Optional Redemption is permitted to occur.


 


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


 


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


 


“Non-Serviced
Loans”: Each Commercial Real Estate Loan that is serviced and administered pursuant to a servicing agreement other than the
Servicing Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Notional
Amount”: In respect of the Preferred Shares, the per share notional amount as provided in the Preferred Share Paying Agency
Agreement. The aggregate Notional Amount of the Preferred Shares on the Closing Date will be U.S.$108,000,000.


 


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


 


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


 


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


 






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“Offering
Memorandum”: The Offering Memorandum, dated January 28, 2022, relating to the offering of the Class A Notes, the Class A-S
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Par
Value Test”: A test that will be satisfied as of any Measurement Date on which any Offered Notes remain outstanding if the Par
Value Ratio on such Measurement Date is equal to or greater than 119.33%.


 






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


 


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


 


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


 


“Participation”:
Any Senior Participation or Junior Participation.


 


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


 


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


 


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


 


“Payment
Date”: The 15th day of each month (or, if such day is not a Business Day, the next Business Day), commencing on the
Payment Date in March 2022 and ending on the Stated Maturity Date unless the Notes are redeemed or repaid prior thereto.


 


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


 


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


 


“Placement
Agency Agreement”: The placement agreement relating to the Notes dated as of January 28, 2022, by and among the Issuer,
the Co-Issuer, Franklin BSP Realty Trust, Inc., BSPRT Operating Partnership and the Placement Agents.


 


“Placement
Agents”: Barclays and Wells Fargo Securities.


 


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


 






    -41-


     


    

 


“Pre-Approved Modification”:
The meaning specified in the Servicing Agreement.


 


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


 


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


 


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


 


“Principal
Balance” or “par”: (i) With respect to any Commercial Real Estate Loan, Collateral Interest or Eligible
Investment, as of any date of determination, the outstanding principal amount of such Commercial Real Estate Loan, Collateral Interest
(as reduced by all payments or other collections of principal received or deemed received, and any principal forgiven by the Special Servicer
and other principal losses realized, on such Collateral Interest during the related collection period) or Eligible Investment and (ii) with
respect to Cash, the face amount thereof; 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 Expense Reserve Account and any amount representing
the accreted portion of a discount from the face amount of a Collateral Interest or an Eligible Investment) and (b) Collateral Interests
as a result of (i) a maturity, scheduled amortization or mandatory prepayment on a Collateral Interest, (ii) optional prepayments
made at the option of the related borrower, (iii) recoveries on Defaulted Collateral Interests, or (iv) any other principal
payments received with respect to Collateral Interests;


 






    -42-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(8)            Cash
and Eligible Investments that are contributed by the holder of 100% of the Preferred Shares or an affiliate thereof and designated as
 “Principal Proceeds” on or before the Determination Date; and


 


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


 


minus
(B) the aggregate amount of (1) any Nonrecoverable Interest Advances that were not previously reimbursed to the Advancing
Agent or the Backup Advancing Agent from Interest Proceeds related to such Payment Date and (2) any amounts paid to the Servicer
or Special Servicer pursuant to the terms of the Servicing Agreement out of amounts that would otherwise be Principal Proceeds; provided
that in no event will Principal Proceeds include any proceeds from the Excepted Property.


 


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


 


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


 


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


 


“Purchase Termination
Date”: The meaning specified in Section 7.18 hereof.


 






    -43-


     


    

 


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


  


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


 


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


 


“Ramp-Up
Acquisition Period”: The period beginning on the Closing Date and ending on the Ramp-Up Completion Date.


 


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


 


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


 


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


 


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


 


(iv)            the
date on which the Notes are accelerated following an Event of Default.


 


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


 


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


 


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


 


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


 


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


 






    -44-


     


    

 


(b)            any
one of the following has occurred with respect to each such Rating Agency:


 


(i)            a
No Downgrade Confirmation has been received from such Rating Agency;





 


(ii)           the
Requesting Party receives a written waiver or acknowledgement from such Rating Agency indicating its decision not to review the matter
for which the No Downgrade Confirmation is sought; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Reference
Time”: With respect to any determination of the Benchmark, (i) if the Benchmark is Compounded SOFR, 6:00 a.m. (New
York time) on the Benchmark Determination Date and (ii) if the Benchmark is not Compounded SOFR, the time determined by the Collateral
Manager in accordance with the Benchmark Replacement Conforming Changes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Reinvestment
Period”: The period beginning on the Closing Date and ending on and including the first to occur of any of the following events
or dates: (i) the day preceding the end of the Due Period that ends following the Payment Date in February 2024; (ii) the
end of the Due Period related to the Payment Date on which all of the Securities are redeemed as described herein under Section 9.1;
and (iii) the date on which principal of and accrued and unpaid interest on all of the Notes is accelerated following the occurrence
and continuation of an Event of Default.


 


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


 


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


 






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


 


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


 


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


 


“Request
for Release”: A request for release in the form of Exhibit M.


 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Securitization
Sponsor”: BSPRT Operating Partnership.


 


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


 






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“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 2022-FL8 Seller, LLC, a Delaware limited liability company, and its successors in interest, solely in its capacity as Seller under
the Collateral Interest Purchase Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Serviced Loans”:
All of the Commercial Real Estate Loans except for the Non-Serviced Loans.


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Similar Law”:
Any federal, state or local law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code.


 


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


 


“SOFR Business Day”:
Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the
fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.


 


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


 


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


 


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


 


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


 






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


 


“Stated
Maturity Date”: The Payment Date in February 2037.


 


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


 


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


 


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


 


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


 


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


 






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


 


“Term
SOFR”: The one-month forward-looking term SOFR, as reported on the CME Market Data Platform (or any alternative source
designated by CME Group Benchmark Administration Limited, as administrator of Term SOFR, from time to time) for the rate currently identified
as “1 Month CME Term SOFR.”


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trustee/Note Administrator
Fee”: The payment to each of the Note Administrator and the Trustee, pro rata, based on their entitlement, of the accrued
and unpaid fees in respect of their services equal to, in the aggregate, U.S.$85,000 per annum.


 


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


 


“UCC”:
The applicable Uniform Commercial Code.


 


“UK Securitization
Regulation”: Regulation (EU) 2017/2402 relating to a European framework for simple, transparent and standardized securitization
in the form in effect on 31 December 2020 which forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018 (as amended), as amended by the Securitization (Amendment) (EU Exit) Regulations 2019 of the United Kingdom and as amended, varied
or substituted from time to time as a matter of United Kingdom law.


 






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“UK Securitization
Laws”: The UK Securitization Regulation, together with any supplementary regulatory technical standards, implementing standards
and any official guidance published in relation thereto by the UK Financial Conduct Authority and/or the UK Prudential Regulation Authority,
and any implementing laws or regulations.


 


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


 


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


 


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


 


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


 


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


 


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


 


“U.S.
Bank”: U.S. Bank Trust Company, National Association and U.S. Bank
National Association, individually or collectively, as the context requires.


 


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


 


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


 


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


 


“Weighted Average Coupon”:
As of any date of determination, the number obtained (rounded up to the next 0.001%), by (A) summing the products obtained by multiplying
(i) with respect to any Fixed Rate Collateral Interest (other than any Defaulted Collateral Interest), the stated interest coupon
by (ii) the Principal Balance of such Collateral Interest as of such date, and (B) dividing such sum by the aggregate Principal
Balance of all Fixed Rate Collateral Interests (other than any Defaulted Collateral Interests).


 






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


 


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


 


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


 


“Whole
Loan”: A whole mortgage loan (but not a participation interest in a mortgage loan) secured by 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 three hundred sixty (360).


 


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


 






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ARTICLE 2


 


THE
NOTES


 


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


 


Section 2.2     Forms
of Notes and Certificate of Authentication.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Section 2.3     Authorized
Amount; Stated Maturity Date; and Denominations. (a) The aggregate principal amount of Notes that may be authenticated and delivered
under this Indenture is limited to U.S.$1,092,000,000, except for (i) Notes authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, 2.6 or 8.5 hereof and (ii) any
Deferred Interest.


 






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


 


	Designation	 	Original
 Principal Amount	 
	Class A Senior Secured Floating Rate Notes Due 2037	 	U.S.$	690,000,000	 
	Class A-S Second Priority Secured Floating Rate Notes Due 2037	 	U.S.$	66,000,000	 
	Class B Third Priority Secured Floating Rate Notes Due 2037	 	U.S.$	55,500,000	 
	Class C Fourth Priority Secured Floating Rate Notes Due 2037	 	U.S.$	67,500,000	 
	Class D Fifth Priority Secured Floating Rate Notes Due 2037	 	U.S.$	81,000,000	 
	Class E Sixth Priority Secured Floating Rate Notes Due 2037	 	U.S.$	25,500,000	 
	Class F Seventh Priority Floating Rate Notes Due 2037	 	U.S.$	48,000,000	 
	Class G Eighth Priority Floating Rate Notes Due 2037	 	U.S.$	19,500,000	 
	Class H Ninth Priority Floating Rate Notes Due 2037	 	U.S.$	39,000,000	 




 


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


 


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


 


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


 


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





 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 





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


 


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


 


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


 






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


 


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


 






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(f)            Removal
of Legend. If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth in the
Exhibits 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 J-1
hereto.


 


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


 


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


 


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


 





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


 


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


 






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


 


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


 


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


 





(o)           As
long as any Note is Outstanding, Retained Securities, retained or repurchased Notes and ordinary shares of the Issuer held by FBRT Sub
REIT, BSPRT Holder or any other disregarded entity of FBRT Sub REIT or a subsequent REIT for U.S. federal income tax purposes may be
transferred (whether by means of an actual transfer or a transfer of beneficial ownership for U.S. federal income tax purposes), pledged
or hypothecated to any other Person so long as the Issuer receives a No Entity-Level Tax Opinion with respect such transfer, pledge or
hypothecation (or has previously received a No Trade or Business Opinion), which opinion may be conditioned, in each case, on compliance
with certain restrictions on the investment or other activities of the Issuer and the Servicer or the Collateral Manager on behalf of
the Issuer, except that no No Entity-Level Tax Opinion or No Trade or Business Opinion shall be required if such transfer, pledge or
hypothecation is to an affiliate that is directly or indirectly wholly-owned by FBRT Sub REIT or a subsequent REIT, as applicable, and
is disregarded for U.S. federal income tax purposes into FBRT Sub REIT or such subsequent REIT.


 


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


 






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


 


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


 


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


 


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


 


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


 






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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. Payment of
interest on each Class of Notes will be subordinated to the payment of interest on each related Class of Notes senior
thereto. Interest will cease to accrue on each Note, or in the case of a partial repayment, on such repaid part, from the date of
repayment or the Stated Maturity Date unless payment of principal is improperly withheld or unless an Event of Default occurs with
respect to such payments of principal. To the extent lawful and enforceable, interest on any interest that is not paid when due on
the Class A Notes; or, if no Class A Notes are Outstanding, the Notes of the Controlling Class, shall accrue at the
Note Interest Rate applicable to such Class until paid as provided herein.


 


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


 






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


 


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


 






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


 


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


 


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


 






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


 


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


 





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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 2.10     Global
Notes; Definitive Notes; Temporary Notes.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(d)           [Reserved]


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 


Section 2.16     Effect
of Benchmark Transition Event.


 


(a)           If
a Benchmark Transition Event occurs with respect to any Benchmark, such Benchmark will be replaced with the applicable Benchmark Replacement,
as determined by the Collateral Manager. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred,
any Benchmark and the related Benchmark Determination Date shall be replaced for all purposes of this Indenture and the Notes by the
applicable Benchmark Replacement and Benchmark Determination Date determined by the Collateral Manager. Notwithstanding the occurrence
of a Benchmark Transition Event, amounts payable on the Notes shall be determined with respect to the then-current Benchmark until the
occurrence of the related Benchmark Replacement Date.


 


(b)           The
Collateral Manager shall provide prompt notice to the Issuer, the Co-Issuer, the Advancing Agent, the Servicer, the Special
Servicer, the Trustee, the Note Administrator, the Calculation Agent (if different from the Note Administrator), the Noteholders,
the Preferred Shareholders and the Rating Agencies of its determination that a Benchmark Transition Event has occurred, and
prior to any Benchmark Replacement Date, the Collateral Manager shall provide prompt notice to the Issuer, the Co-Issuer, the
Advancing Agent, the Servicer, the Special Servicer, the Trustee, the Note Administrator, the Calculation Agent (if different from
the Note Administrator), the Noteholders, the Preferred Shareholders and the Rating Agencies of the applicable Benchmark
Replacement.


 






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


 


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


 


(e)            The
Collateral Manager may (at the Collateral Manager’s expense) assign to another entity (other than the Trustee, the Note Administrator,
the Calculation Agent or the Custodian) any or all of the Collateral Manager’s rights to make determinations with respect to the
Benchmark Replacement, but only so long as the Collateral Manager has provided advance notice of such assignment to the Issuer, the Co-Issuer,
the Advancing Agent, the Servicer, the Trustee, the Note Administrator, the Calculation Agent (if different from the Note Administrator),
the Noteholders, the Preferred Shareholders and the Rating Agencies. Any out-of-pocket costs and expenses incurred by such assignee in
discharging its obligations, and any indemnification amounts or liquidated damages payable to such assignee will be payable as Company
Administrative Expenses in accordance with the Priority of Payments. Any fees of such assignee will be payable by the Collateral Manager.


 


(f)            Notwithstanding
anything to the contrary in this Indenture, the Collateral Manager may send any notices with respect to any Benchmark Transition Event,
Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other
determination or selection made under this Section 2.16, by email (or other electronic communication).





 


(g)            The
Collateral Manager shall not have any liability for the determination or selection with respect to any Benchmark Transition Event, Benchmark
Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other determination
or selection made under this Section 2.16 (including, without limitation, whether the conditions for such determination or
selection have been satisfied).


 






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ARTICLE 3


 


CONDITIONS
PRECEDENT; PLEDGED COLLATERAL INTERESTS





 


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


 


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


 


(b)            an
Officer’s Certificate of the Co-Issuer (i) evidencing the authorization by Board Resolution of the execution and delivery
of this Indenture and related documents, the execution, authentication and delivery of the Offered Notes and specifying the Stated Maturity
Date of each Class of Offered Notes, the principal amount of each Class of Offered Notes and the applicable Note Interest Rate
of each Class of Offered 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, FBRT Sub REIT and the Seller, regarding (i) certain
true sale and non-consolidation matters with respect to the Issuer and (ii) certain corporate and enforceability matters with respect
to the Co-Issuers, BSPRT Holder, the Seller, the Collateral Manager, the Advancing Agent and Franklin BSP Realty Trust, Inc.
and FBRT Sub REIT;


 











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(f)            an
opinion of Hogan Lovells US LLP, special counsel to FBRT Sub REIT, dated the Closing Date, regarding its qualification and taxation as
a REIT;


 


(g)            an
opinion of Hogan Lovells US LLP, special counsel to Franklin BSP Realty Trust, Inc. and FBRT Sub REIT, dated the Closing Date, regarding
certain 1940 Act issues and certain issues of Maryland law;


 


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


 


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


 


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


 


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


 


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


 


(m)            an
opinion of in-house counsel to the Servicer, dated the Closing Date, regarding certain issues of Texas law and Delaware law, in a form
satisfactory to the Trustee;


 


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


 


(o)            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;


 






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(p)            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 Offered 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 Offered 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;


 


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


 


(r)            an
Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Collateral Interests in
the data tape, dated January 19, 2022, an Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information
concerning the Collateral Interests in the Preliminary Offering Memorandum of the Co-Issuers, dated January 24, 2022, and the
Structural and Collateral Term Sheet dated January 24, 2022, and an Accountant’s Report on applying Agreed-Upon Procedures
with respect to certain information concerning the Collateral Interests in the Offering Memorandum;


 


(s)            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;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 





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


 


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


 






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


 


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


 


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


 


(f)            Deposit
to Unused Proceeds Account. On the Closing Date, the Issuer shall deposit into the Unused Proceeds Account, U.S.$260,758,177.


 


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





 


Section 3.3     Transfer
of Collateral. (a) U.S. Bank National Association, as document custodian (in such capacity, the “Custodian”),
is hereby appointed as Custodian to hold all of the mortgage notes and/or participation certificates required to be delivered to it by
the Issuer on the Closing Date or on the closing date of the acquisition of any Ramp-Up Collateral Interest, Reinvestment Collateral Interest
or Exchange Collateral Interest, at its office in St. Paul, Minnesota. Any successor to the Custodian shall be a U.S. state or national
bank or trust company that is not an Affiliate of the Issuer or the Co-Issuer and has capital and surplus of at least U.S.$200,000,000
and whose long-term unsecured debt, long term deposit or long term issuer rating is rated at least “Baa1” by Moody’s
and “BBB(high)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by any two other NRSROs (which
may include 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 Custodian Office.


 






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


 


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


 


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





 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(13)            the
original of any related loan agreement;


 


(14)            the
original of any related guarantee;


 


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


 






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


 


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


 


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


 


(19)            a
copy of any property management agreements;


 


(20)            a
copy of any ground leases;


 


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


 


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


 





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


 


(24)            a
copy of any opinion of counsel;


 


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


 


(ii)            if
such Collateral Interest is a Participation:


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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





 


(h)            Without
limiting the generality of the foregoing:


 


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





 


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


 


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


 






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(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 (10) days, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the
Trustee for the benefit of the Secured Parties hereunder;


 


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


 


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


 


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


 






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(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, protections, indemnities and immunities of the Custodian, (vi) the rights, obligations and immunities of the Collateral Manager
hereunder, under the Collateral Management Agreement and under the Servicing Agreement, and (vii) 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:


 






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(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 Collateral Management Agreement and the Servicing Agreement) by the Issuer and Co-Issuer and no other
amounts are scheduled to be due and payable by the Issuer other than Dissolution Expenses; and


 


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


 


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


 






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


 


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


 





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


 


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


 


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


 


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


 






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ARTICLE 5


 


REMEDIES


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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





 


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





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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:


 






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(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.


 


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.





 






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


 


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


 


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


 


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


 


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


 


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


 


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.


 






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(c)            Upon
any Sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Preferred Shareholder,
the Collateral Manager or the Servicer or any of their respective Affiliates may bid for and purchase the Collateral or any part thereof
and, upon compliance with the terms of Sale, may hold, retain, possess or dispose of such property in its or their own absolute right
without accountability; and any purchaser at any such Sale may, in paying the purchase money, turn in any of the Notes in lieu of Cash
equal to the amount which shall, upon distribution of the net proceeds of such sale, be payable on the Notes so turned in by such Holder
(taking into account the Class of such Notes). Such Notes, in case the amounts so payable thereon shall be less than the amount due
thereon, shall either be returned to the Holders thereof after proper notation has been made thereon to show partial payment or a new
note shall be delivered to the Holders reflecting the reduced interest thereon.


 


Upon any Sale, whether made
under the power of sale hereby given or by virtue of judicial proceedings, the receipt of the Note Administrator or of the Officer making
a sale under judicial proceedings shall be a sufficient discharge to the purchaser or purchasers at any sale for its or their purchase
money and such purchaser or purchasers shall not be obliged to see to the application thereof.


 


Any such Sale, whether under
any power of sale hereby given or by virtue of judicial proceedings, shall (x) bind the Issuer, the Co-Issuer, the Trustee, the
Note Administrator, the Noteholders and the Preferred Shareholders, shall operate to divest all right, title and interest whatsoever,
either at law or in equity, of each of them in and to the property sold and (y) be a perpetual bar, both at law and in equity, against
each of them and their successors and assigns, and against any and all Persons claiming through or under them.


 


(d)            Notwithstanding
any other provision of this Indenture or any other Transaction Document, none of the Advancing Agent, the Trustee, the Note
Administrator or any other Secured Party, any other party to any Transaction Document, the Holder of the Notes and the holders of
the equity in the Issuer and the Co-Issuer or third party beneficiary of this Indenture may, prior to the date which is one year
and one day, or, if longer, the applicable preference period then in effect (including any period established pursuant to the laws
of the Cayman Islands) and one day after the payment in full of all Notes, institute against, or join any other Person in
instituting against, the Issuer, the Co-Issuer or any Issuer Permitted Subsidiary any bankruptcy, reorganization, arrangement,
insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar
laws of any jurisdiction. Nothing in this Section 5.4 shall preclude, or be deemed to stop, the Advancing Agent, the
Trustee, the Note Administrator, or any other Secured Party or any other party to any Transaction Document (i) from taking any
action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period
then in effect (including any period established pursuant to the laws of the Cayman Islands) and one day period in (A) any case
or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer or (B) any involuntary insolvency proceeding
filed or commenced by a Person other than the Trustee, the Note Administrator or any other Secured Party or any other party to any
Transaction Document, or (ii) from commencing against the Issuer or the Co-Issuer or any of their respective properties any legal
action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceeding.


 






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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 Offered Notes, collect and cause the collection of the proceeds thereof
and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the
Priority of Payments and the provisions of Articles 10, 12 and 13 and shall not sell or liquidate the Collateral,
unless either:


 


(i)            the
Note Administrator, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral
(after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and
unpaid on the Notes, Company Administrative Expenses due and payable pursuant to the Priority of Payments, the Collateral Manager Fees
due and payable pursuant to the Priority of Payments and amounts due and payable to the Advancing Agent and the Backup Advancing Agent,
in respect of unreimbursed Interest Advances and Reimbursement Interest, for principal and interest, and, upon receipt of information
from Persons to whom fees and expenses are payable, all other amounts payable prior to payment of principal on the Notes due and payable
pursuant to Section 11.1(a)(iii) and the holders of a Majority of the Controlling Class agrees with such determination;
or


 


(ii)            a
Supermajority of each Class of Notes (each voting as a separate Class) directs the sale and liquidation of all or a portion of the
Collateral.


 


In the event of a sale of all or a portion of
the Collateral pursuant to clause (ii) above, the Special Servicer on behalf of the Trustee shall be required to sell that portion
of the Collateral identified by the requisite Noteholders and all proceeds of such sale shall be remitted to the Note Administrator for
distribution in the order set forth in Section 11.1(a). The Note Administrator shall give written notice of the retention
of the Collateral by the Custodian to the Issuer, the Co-Issuer, the Collateral Manager, the Trustee, the Servicer, the Special Servicer
and the Rating Agencies. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may
be rescinded at any time when the conditions specified in clause (i) or (ii) above exist.


 


(b)            Nothing
contained in Section 5.5(a) shall be construed to require a sale of the Collateral securing the Notes if the conditions
set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed
to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law.


 


(c)            In
determining whether the condition specified in Section 5.5(a)(i) exists, the Collateral Manager shall obtain bid
prices with respect to each Collateral Interest from two dealers (Independent of the Collateral Manager and any of its Affiliates)
at the time making a market in such Collateral Interests that, at that time, engage in the trading, origination or securitization
of whole loans or participations similar to the Collateral Interests (or, if only one such dealer can be engaged, then the
Collateral Manager shall obtain a bid price from such dealer or, if no such dealer can be engaged, from a pricing service). The
Collateral Manager shall compute the anticipated proceeds of sale or liquidation on the basis of the lowest of such bid prices for
each such Collateral Interest and provide the Trustee and the Note Administrator with the results thereof. For the purposes of
determining issues relating to the market value of any Collateral Interest and the execution of a sale or other liquidation thereof,
the Collateral Manager may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment
banking firm of national reputation or other appropriate advisors (the cost of which shall be payable as a Company Administrative
Expense) in connection with a determination as to whether the condition specified in Section 5.5(a)(i) exists.


 






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The Note Administrator shall
promptly deliver to the Noteholders and the Servicer, and the Note Administrator shall post to the Note Administrator’s Website,
a report stating the results of any determination required to be made pursuant to Section 5.5(a)(i).


 


Section 5.6     Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or under any of the Notes
may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other
Proceeding relating thereto, and any such action or Proceeding instituted by the Trustee shall be brought in its own name as trustee of
an express trust. Any recovery of judgment in respect of the Notes shall be applied as set forth in Section 5.7 hereof.


 


In any Proceedings brought by
the Trustee (and in any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party)
in respect of the Notes, the Trustee shall be deemed to represent all the Holders of the Notes.


 


Section 5.7     Application
of Amounts Collected. Any amounts collected by the Note Administrator with respect to the Notes pursuant to this ARTICLE 5
and any amounts that may then be held or thereafter received by the Note Administrator with respect to the Notes hereunder shall be applied
subject to Section 13.1 hereof and in accordance with the Priority of Payments set forth in Section 11.1(a)(iii) hereof,
at the date or dates fixed by the Note Administrator.


 


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


 






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(d)            no
direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority of the Controlling
Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever by virtue of,
or by availing of, any provision of this Indenture or the Notes to affect, disturb or prejudice the rights of any other Holders of Notes
of the same Class or to obtain or to seek to obtain priority or preference over any other Holders of the Notes of the same Class or
to enforce any right under this Indenture or the Notes, except in the manner herein or therein provided and for the equal and ratable
benefit of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 hereof and the Priority
of Payments.


 


In the event the Trustee shall
receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the Controlling Class, each representing
less than a Majority of the Controlling Class, the Trustee shall not be required to take any action until it shall have received the direction
of a Majority of the Controlling Class.


 


Section 5.9     Unconditional
Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture (except for Section 2.7(e) and
2.7(n)), the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal
of and interest on such Note as such principal, interest and other amounts become due and payable in accordance with the Priority of Payments
and Section 13.1, and, subject to the provisions of Sections 5.4 and 5.8 to institute Proceedings for the
enforcement of any such payment, and such right shall not be impaired without the consent of such Holder; provided, however,
that the right of such Holder to institute proceedings for the enforcement of any such payment shall not be subject to the 25% threshold
requirement set forth in Section 5.8(b).


 


Section 5.10     Restoration
of Rights and Remedies. If the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture
and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder,
then (and in every such case) the Issuer, the Co-Issuer, the Trustee, and the Noteholder shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.


 


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.


 






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Section 5.13     Control
by the Controlling Class. Subject to Section 5.2(a) and (b), but notwithstanding any other provision of this
Indenture, if an Event of Default shall have occurred and be continuing when any of the Notes are Outstanding, a Majority of the Controlling
Class shall have the right to cause the institution of, and direct the time, method and place of conducting, any Proceeding for any
remedy available to the Trustee and for exercising any trust, right, remedy or power conferred on the Trustee in respect of the Notes;
provided that:


 


(a)            such
direction shall not conflict with any rule of law or with 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; provided, however,
that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability (unless
the Trustee has received indemnity satisfactory to it against such liability as set forth below);


 


(c)            the
Trustee shall have been provided with indemnity satisfactory to it; and


 


(d)            notwithstanding
the foregoing, any direction to the Trustee to undertake a Sale of the Collateral shall be performed by the Special Servicer on behalf
of the Trustee, and must satisfy the requirements of Section 5.5.


 


Section 5.14     Waiver
of Past Defaults. Prior to the time a judgment or decree for payment of the amounts due has been obtained by the Trustee, as provided
in this ARTICLE 5, a Majority of each and every Class of Notes (voting as a separate Class) may, on behalf of the Holders
of all the Notes, waive any past Default in respect of the Notes and its consequences, except a Default:


 


(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 Collateral Interests, shall be upon request and delivery of any such instruments
by the Special Servicer. In addition, the Special Servicer, with respect to Collateral Interests, and the Trustee, with respect to any
other Collateral, is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in
any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or
transferee at such a Sale shall be bound to ascertain the Trustee’s or Special Servicer’s authority, to inquire into the satisfaction
of any conditions precedent or to see to the application of any amounts.


 


(d)            In
the event of any Sale of the Collateral pursuant to Section 5.4 or Section 5.5, payments shall be made in the
order and priority set forth in Section 11.1(a) in the same manner as if the Notes had been accelerated.


 


(e)            Notwithstanding
anything herein to the contrary, any sale by the Trustee of any portion of the Collateral shall be executed by the Special Servicer on
behalf of the Issuer, and the Trustee shall have no responsibility or liability therefor.


 


Section 5.18     Action
on the Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by
the application for or obtaining of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any
rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer
or the Co-Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the Collateral
of the Issuer or the Co-Issuer.


 


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 Collateral Manager as to courses of action
desired by it. If the Trustee and the Note Administrator does not receive such instructions within two (2) Business Days after it
has requested them, it may, but shall be under no duty to, take or refrain from taking such action. The Trustee and the Note Administrator
shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already taken,
or committed itself to take, action inconsistent with such instructions. The Trustee and the Note Administrator shall be entitled to request
and rely on the advice of legal counsel and Independent accountants in performing its duties hereunder and be deemed to have acted in
good faith and shall not be subject to any liability if it acts in accordance with such advice.


 


(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:


 






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(i)              for
any error of judgment made in good faith by a Trust Officer, unless it shall be proven that it was negligent in ascertaining the pertinent
facts; or


 


(ii)            with
respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer, the Collateral
Manager, and/or a Majority of the Controlling Class relating to the time, method and place of conducting any Proceeding for any remedy
available to the Trustee or the Note Administrator in respect of any Note or exercising any trust or power conferred upon the Trustee
or the Note Administrator under this Indenture.


 


(e)            No
provision of this Indenture shall require the Trustee or the Note Administrator to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated
hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it unless such risk or liability relates to its ordinary services under this Indenture, except where this
Indenture provides otherwise.


 


(f)            Neither
the Trustee nor the Note Administrator shall be liable to the Noteholders for any action taken or omitted by it at the direction of the
Issuer, the Co-Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Controlling Class, the Trustee (in the case
of the Note Administrator), the Note Administrator (in the case of the Trustee) and/or a Noteholder under circumstances in which such
direction is required or permitted by the terms of this Indenture.


 


(g)            Neither
the Trustee nor the Note Administrator shall have any obligation to monitor or verify AML Compliance or to confirm the compliance by the
Issuer, BSPRT Operating Partnership or BSPRT Holder with the Credit Risk Retention Rules, the EU Securitization Laws, the UK Securitization
Laws or the EU/UK Risk Retention Letter.


 


(h)            For
all purposes under this Indenture, neither the Trustee nor the Note Administrator shall be deemed to have notice or knowledge of any Event
of Default, unless a Trust Officer of either the Trustee or the Note Administrator, as applicable, has actual knowledge thereof or unless
written notice of any event which is in fact such an Event of Default or Default is received by the Trustee or the Note Administrator,
as applicable at the respective Corporate Trust Office, and such notice references the Notes and this Indenture. For purposes of determining
the Trustee’s and Note Administrator’s responsibility and liability hereunder, whenever reference is made in this Indenture
to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or Default of which
the Trustee or Note Administrator, as applicable, is deemed to have notice as described in this Section 6.1.


 


(i)            The
Trustee and the Note Administrator shall, upon reasonable prior written notice, permit the Issuer, the Collateral Manager and their
designees, during its normal business hours, to review all books of account, records, reports and other papers of the Trustee
relating to the Notes and to make copies and extracts therefrom (the reasonable out-of-pocket expenses incurred in making any such
copies or extracts to be reimbursed to the Trustee or the Note Administrator, as applicable, by such Person).


 


(j)            Neither
the Trustee nor the Note Administrator shall have (i) any liability or responsibility for the determination or selection of any successor
benchmark (including, without limitation, whether the conditions for the designation of such rate have been satisfied) and shall be entitled
to rely upon any designation of such a rate by the Collateral Manager and (ii) liability for any failure or delay in performing its
duties under this Indenture as a result of the unavailability of Compounded SOFR.


 






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(k)            None
of the Trustee, Note Administrator, Paying Agent or Calculation Agent shall be under any obligation (i) to monitor, determine or
verify the unavailability or cessation of Compounded SOFR (or other applicable Benchmark), or whether or when there has occurred, or to
give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to
select or designate any Benchmark Replacement or other successor or replacement benchmark index, or whether any conditions to the designation
of such a rate have been satisfied, or (iii) to select or designate any Benchmark Replacement Adjustment, or other modifier to any
replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable,
if any, in connection with any of the foregoing. None of the Trustee, Note Administrator, Paying Agent, nor Calculation Agent shall be
liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture as a result of the unavailability
of Compounded SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability,
delay, error or inaccuracy on the part of any other transaction party, including without limitation the Collateral Manager, in providing
any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for
the performance of such duties. The Calculation Agent shall, in respect of any Determination Date, have no liability for the application
of Compounded SOFR as determined on the previous Determination Date if so required under the definition of Compounded SOFR. None of the
Trustee, Note Administrator, Paying Agent or Calculation Agent shall be responsible or liable for the actions or omissions of the Collateral
Manager, or any failure or delay in the performance of its duties or obligations, nor shall they be under any obligation to oversee or
monitor its performance; and each of the Trustee, Note Administrator, Paying Agent or Calculation Agent shall be entitled to rely conclusively
upon, any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Collateral
Manager, without independent verification, investigation or inquiry of any kind by the Trustee, Note Administrator, Paying Agent or Calculation
Agent.


 


(l)            Each
party hereto irrevocably agrees under the terms hereof, and each holder of an interest in any Note or Preferred Share shall be
deemed to have irrevocably agreed by the acceptance of its interest in such Notes or Preferred Shares, to waive, absolutely and
unconditionally, any and all conflicts of interest that may exist or arise from or as the result of U.S. Bank serving in any of its
respective capacities under the Transaction Documents, or to which it may be subject in serving or performing in multiple
capacities hereunder, in each case in the performance of its duties set forth in the Transaction Documents and to release U.S. Bank
from any liability arising from any such conflict of interest except that the foregoing shall not otherwise limit any liability
imposed on U.S. Bank in the performance of its respective obligations as otherwise provided hereunder.


 


Section 6.2     Notice
of Default. Promptly (and in no event later than three (3) Business Days) after the occurrence of any Default known to the Trustee
or after any declaration of acceleration has been made or delivered to the Trustee pursuant to Section 5.2, the Trustee shall
transmit by mail to the 17g-5 Information Provider and to the Note Administrator (who shall post such notice the Note Administrator’s
Website) and the Note Administrator shall deliver to the Collateral Manager, all Holders of Notes as their names and addresses appear
on the Notes Register, and to Preferred Share Paying Agent, notice of such Default, unless such Default shall have been cured or waived.


 






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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, electronic communication or document
believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;


 


(b)            any
request or direction of the Issuer or the Co-Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer
Order, as the case may be;


 


(c)            whenever
in the administration of this Indenture the Trustee or the Note Administrator shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee and the Note Administrator (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(d)            as
a condition to the taking or omitting of any action by it hereunder, the Trustee and the Note Administrator may consult with counsel and
the advice of such counsel or any Opinion of Counsel (including with respect to any matters, other than factual matters, in connection
with the execution by the Trustee or the Note Administrator of a supplemental indenture pursuant to Section 8.3) shall be
full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance
thereon;


 


(e)            neither
the Trustee nor the Note Administrator shall be under any obligation to exercise or to honor any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, or to make any investigation
of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Noteholders unless such Noteholders shall have offered to the Trustee and the Note Administrator, as
applicable indemnity acceptable to it against the costs, expenses and liabilities which might reasonably be incurred by it in
compliance with such request or direction;


 


(f)            neither
the Trustee nor the Note Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, note, other paper documents or electronic communications
and shall be entitled to rely conclusively thereon;


 


(g)            each
of the Trustee and the Note Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys, and upon any such appointment of an agent or attorney, such agent or attorney shall be conferred
with all the same rights, indemnities, and immunities as the Trustee or Note Administrator, as applicable;


 


(h)            neither
the Trustee nor the Note Administrator shall be liable for any action it takes or omits to take in good faith that it reasonably and prudently
believes to be authorized or within its rights or powers hereunder;


 






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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), any Paying Agent (other than the Note Administrator
itself acting in that capacity);


 


(j)            neither
the Trustee nor the Note Administrator shall be liable for the actions or omissions of the Issuer, the Co-Issuer, the Collateral Manager,
the Servicer, the Special Servicer, the Trustee (in the case of the Note Administrator), the Note Administrator (in the case of the Trustee);
and without limiting the foregoing, neither the Trustee nor the Note Administrator shall be under any obligation to verify compliance
by any party hereto with the terms of this Indenture (other than itself) to verify or independently determine the accuracy of information
received by it from the Servicer or Special Servicer (or from any selling institution, agent bank, trustee or similar source) with respect
to the Commercial Real Estate Loans;


 


(k)            to
the extent any defined term hereunder, or any calculation required to be made or determined by the Trustee or Note Administrator hereunder,
is dependent upon or defined by reference to generally accepted accounting principles in the United States in effect from time to time
(“GAAP”), the Trustee and Note Administrator shall be entitled to request and receive (and rely upon) instruction from
the Issuer or accountants appointed by the Issuer as to the application of GAAP in such connection, in any instance;


 


(l)            neither
the Trustee nor the Note Administrator shall have any responsibility to the Issuer or the Secured Parties hereunder to make any
inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants
by the Issuer (or the Collateral Manager on its behalf); provided, however, that the Trustee and Note Administrator
shall be authorized, upon receipt of an Issuer Order directing the same, to execute any acknowledgement or other agreement with the
Independent accountants required for the Trustee and Note Administrator to receive any of the reports or instructions
provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Issuer
has agreed that the “Agreed-Upon Procedures” between the Issuer and the Independent accountants are sufficient for its
purposes, (ii) releases by each of the Trustee and Note Administrator (on behalf of itself and the Holders) of claims and
acknowledgement of other limitation of liability in favor of the Independent accountants, and (iii) restrictions or
prohibitions on the disclosure of information or documents provided to it by such firm of Independent accountants (including to the
Holders). Notwithstanding the foregoing, in no event shall the Trustee or Note Administrator be required to execute any agreement in
respect of the Independent accountants that the Trustee or Note Administrator determines adversely affects it in its individual
capacity;


 


(m)            the
Trustee and the Note Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it
as Trustee or as Note Administrator, as applicable, in each capacity for which it serves hereunder and under the Transaction Documents
(including, without limitation, as Secured Party, Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent, Backup Advancing
Agent and Notes Registrar) (provided that nothing herein shall be construed to impose upon such Person any prudent person standard of
the Trustee);


 






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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)            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, as applicable, 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 Custodian, the Paying Agent, the Notes Registrar or any other agent of the Issuer
or the Co-Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the
Issuer and the Co-Issuer with the same rights it would have if it were not Trustee, Note Administrator, Paying Agent, Notes Registrar
or such other agent.


 


Section 6.6     Amounts
Held in Trust. Amounts held by the Note Administrator hereunder shall be held in trust to the extent required herein. The Note Administrator
shall be under no liability for interest on any amounts received by it hereunder except to the extent of income or other gain on investments
received by the Note Administrator on Eligible Investments.


 


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);


 






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(ii)            except
as otherwise expressly provided herein, to reimburse the Trustee, Custodian and Note Administrator in a timely manner upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee, Custodian or Note Administrator in connection
with its performance of its obligations under, or otherwise in accordance with any provision of this Indenture (including the reasonable
compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed
by the Trustee pursuant to this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence,
willful misconduct or bad faith);


 


(iii)            to
indemnify the Trustee, Custodian or Note Administrator and its Officers, directors, employees and agents for, and to hold them harmless
against, any loss, liability or expense (including attorneys’ fees and expenses) incurred without negligence, willful misconduct
or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and
expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers
or duties hereunder or under any Transaction Document; and


 


(iv)            to
pay the Trustee and Note Administrator reasonable additional compensation together with its expenses (including reasonable counsel fees)
for any collection action taken pursuant to Section 6.13 hereof.


 





(b)            The
Issuer may remit payment for such fees and expenses to the Trustee and Note Administrator or, in the absence thereof, the Note Administrator
may from time to time deduct payment of its and the Trustee’s fees and expenses hereunder from amounts on deposit in the Payment
Account in accordance with the Priority of Payments.


 


(c)            The
Note Administrator, in its capacity as Note Administrator, Paying Agent, Calculation Agent, Transfer Agent, Custodian, Securities Intermediary,
Backup Advancing Agent and Notes Registrar, hereby agrees not to cause the filing of a petition in bankruptcy, reorganization, arrangement,
insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws
of any jurisdiction against the Issuer, the Co-Issuer or any Permitted Subsidiary until at least one year and one day (or, if longer,
the applicable preference period then in effect and one day) after the payment in full of all Notes issued under this Indenture. This
provision shall survive termination of this Indenture.


 


(d)            The
Trustee and Note Administrator agree that the payment of all amounts to which it is entitled pursuant to Section 6.7(a)(i),
(a)(ii), (a)(iii) and (a)(iv) shall be subject to the Priority of Payments, shall be payable only to the
extent funds are available in accordance with such Priority of Payments, shall be payable solely from the Collateral and following realization
of the Collateral, any such claims of the Trustee or Note Administrator against the Issuer, and all obligations of the Issuer, shall be
extinguished. The Trustee and Note Administrator will have a lien upon the Collateral to secure the payment of such payments to it in
accordance with the Priority of Payments; provided that the Trustee and Note Administrator shall not institute any proceeding for
enforcement of such lien except in connection with an action taken pursuant to Section 5.3 hereof for enforcement of the lien
of this Indenture for the benefit of the Noteholders.


 






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The
Trustee and Note Administrator shall receive amounts pursuant to this Section 6.7 and Section 11.1(a) only
to the extent that such payment is made in accordance with the Priority of Payments and the failure to pay such amounts to the Trustee
and Note Administrator will not, by itself, constitute an Event of Default. Subject to Section 6.9, the Trustee and Note Administrator
shall continue to serve under this Indenture notwithstanding the fact that the Trustee and Note Administrator shall not have received
amounts due to it hereunder; provided that the Trustee and Note Administrator shall not be required to expend any funds
or incur any expenses unless reimbursement therefor is reasonably assured to it. No direction by a Majority of the Controlling Class shall
affect the right of the Trustee and Note Administrator to collect amounts owed to it under this Indenture.


 


If on any Payment Date, an amount
payable to the Trustee and Note Administrator pursuant to this Indenture is not paid because there are insufficient funds available for
the payment thereof, all or any portion of such amount not so paid shall be deferred and payable on any later Payment Date on which sufficient
funds are available therefor in accordance with the Priority of Payments.


 


Section 6.8     Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee and a Note Administrator hereunder which shall be
(i) a corporation, national bank, national banking association or trust company, organized and doing business under the
laws of the United States of America or of any State thereof, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least U.S.$200,000,000 and subject to supervision or examination by federal or State authority
or (ii) an institution insured by the Federal Deposit Insurance Corporation, that in the case of (i) or (ii), has
long-term senior unsecured debt, long term deposit or a long term issuer rating of at least “Baa1” by Moody’s and
 “BBB(high)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by any two other NRSROs
(which may include Moody’s)), and having an office within the United States. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section 6.8, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee or the
Note Administrator shall cease to be eligible in accordance with the provisions of this Section 6.8, the Trustee or the
Note Administrator, as applicable, shall resign immediately in the manner and with the effect hereinafter specified in this ARTICLE 6.


 


Section 6.9     Resignation
and Removal; Appointment of Successor. (a) No resignation or removal of the Note Administrator or the Trustee and no appointment
of a successor Note Administrator or Trustee, as applicable, pursuant to this ARTICLE 6 shall become effective until the acceptance
of appointment by such successor Note Administrator or Trustee under Section 6.10.


 






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(b)            Each
of the Trustee and the Note Administrator may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the
Collateral Manager, the Servicer, the Special Servicer, the Noteholders, the Note Administrator (in the case of the Trustee), the Trustee
(in the case of the Note Administrator), and the Rating Agencies. Upon receiving such notice of resignation, the Issuer and the Co-Issuer
shall promptly appoint a successor trustee or trustees, or a successor Note Administrator, as the case may be, by written instrument,
in duplicate, executed by an Authorized Officer of the Issuer and an Authorized Officer of the Co-Issuer, one copy of which shall
be delivered to the Note Administrator or the Trustee so resigning and one copy to the successor Note Administrator, the Collateral Manager,
Trustee or Trustees, together with a copy to each Noteholder, the Servicer, the parties hereto and the Rating Agencies; provided
that such successor Note Administrator and Trustee shall be appointed only upon the written consent of a Majority of the Notes (or if
there are no Notes Outstanding, a Majority of Preferred Shareholders) or, at any time when an Event of Default shall have occurred and
be continuing or when a successor Note Administrator and Trustee has been appointed pursuant to Section 6.10, by Act of a
Majority of the Controlling Class. If no successor Note Administrator and Trustee shall have been appointed and an instrument of acceptance
by a successor Trustee or Note Administrator shall not have been delivered to the Trustee or the Note Administrator within 30 days
after the giving of such notice of resignation, the resigning Trustee or Note Administrator, as the case may be, the Controlling Class of
Notes or any Holder of a Note, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction
for the appointment of a successor Trustee or a successor Note Administrator, as the case may be. No resignation or removal of the Note
Administrator or the Trustee and no appointment of a successor Note Administrator or Trustee will become effective until the acceptance
of appointment by the successor Note Administrator or Trustee, as applicable.


 


(c)            The
Note Administrator and Trustee may be removed at any time by Act of a Supermajority of the Notes (or if there are no Notes Outstanding,
a Majority of Preferred Shareholders) or when a successor Trustee has been appointed pursuant to Section 6.10, by Act of a
Majority of the Controlling Class, in each case, upon written notice delivered to the parties hereto.


 


(d)            If
at any time:


 


(i)            the
Trustee or the Note Administrator shall cease to be eligible under Section 6.8 and shall fail to resign after written request
therefor by the Issuer, the Co-Issuer, or by any Holder; or


 


(ii)            the
Trustee or the Note Administrator shall become incapable of acting or there shall be instituted any proceeding pursuant to which it could
be adjudged as bankrupt or insolvent or a receiver or liquidator of the Trustee or the Note Administrator or of its respective property
shall be appointed or any public officer shall take charge or control of the Trustee or the Note Administrator or of its respective property
or affairs for the purpose of rehabilitation, conservation or liquidation;


 


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.


 






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(e)            If
the Trustee or the Note Administrator shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office
of the Trustee or the Note Administrator for any reason, the Issuer and the Co-Issuer, by Issuer Order, subject to the written consent
of the Collateral Manager, shall promptly appoint a successor Trustee or Note Administrator, as applicable, and the successor Trustee
or Note Administrator so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee or the successor
Note Administrator, as the case may be. If the Issuer and the Co-Issuer shall fail to appoint a successor Trustee or Note Administrator
within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee or Note Administrator
may be appointed by Act of a Majority of the Controlling Class delivered to the Collateral Manager and the parties hereto, including
the retiring Trustee or the retiring Note Administrator, as the case may be, and the successor Trustee or Note Administrator so appointed
shall, forthwith upon its acceptance of such appointment, become the successor Trustee or Note Administrator, as applicable, and supersede
any successor Trustee or Note Administrator proposed by the Issuer and the Co-Issuer. If no successor Trustee or Note Administrator
shall have been so appointed by the Issuer and the Co-Issuer or a Majority of the Controlling Class and shall have accepted appointment
in the manner hereinafter provided, subject to Section 5.15, the Controlling Class or any Holder may, on behalf of itself
or himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
or Note Administrator.


 


(f)            The
Issuer and the Co-Issuer shall give prompt notice of each resignation and each removal of the Trustee or Note Administrator and each
appointment of a successor Trustee or Note Administrator by mailing written notice of such event by first class mail, postage prepaid,
to the Rating Agencies, the Preferred Share Paying Agent, the Collateral Manager, the parties hereto, and to the Holders of the Notes
as their names and addresses appear in the Notes Register. Each notice shall include the name of the successor Trustee or Note Administrator,
as the case may be, and the address of its respective Corporate Trust Office. If the Issuer or the Co-Issuer fail to mail such notice
within ten days after acceptance of appointment by the successor Trustee or Note Administrator, the successor Trustee or Note Administrator
shall cause such notice to be given at the expense of the Issuer or the Co-Issuer, as the case may be.


 


(g)            The
resignation or removal of U.S Bank 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 under the Transaction Documents.


 


Section 6.10     Acceptance
of Appointment by Successor. Every successor Trustee, Custodian or Note Administrator appointed hereunder shall execute, acknowledge
and deliver to the Collateral Manager, the Servicer, and the parties hereto including the retiring Trustee, the retiring Custodian 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, the retiring Custodian or the retiring Note Administrator shall become effective and
such successor Trustee, Custodian 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, Custodian or Note Administrator, as the case may be; but, on request
of the Issuer and the Co-Issuer or a Majority of the Controlling Class, the Collateral Manager or the successor Trustee, Custodian
or Note Administrator, such retiring Trustee, Custodian 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, Custodian or Note Administrator all the rights,
powers and trusts of the retiring Trustee, Custodian or Note Administrator, as the case may be, and shall duly assign, transfer and deliver
to such successor Trustee, Custodian or Note Administrator all property and amounts held by such retiring Trustee, Custodian 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,
Custodian 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, Custodian or Note Administrator all such rights, powers and trusts.


 






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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. No
successor Custodian shall accept its appointment unless at the time of such acceptance such successor shall be qualified and
eligible under Section 3.3(a).


 


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 (including in its capacities as Paying Agent, Authenticating
Agent, Transfer Agent, Backup Advancing Agent, Calculation Agent and Notes Registrar), as applicable, hereunder; provided that
with respect to the Trustee, such corporation or banking association shall be otherwise qualified and eligible under this Article 6,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any of the Notes have
been authenticated, but not delivered, by the Note Administrator then in office, any successor by merger, conversion or consolidation
to such authenticating Note Administrator may adopt such authentication and deliver the Notes so authenticated with the same effect as
if such successor Note Administrator had itself authenticated such Notes.


 


Section 6.12     Co-Trustees
and Separate Trustee. At any time or times, including for the purpose of meeting the legal requirements of any jurisdiction in which
any part of the Collateral may at the time be located, the Issuer, the Co-Issuer and the Trustee shall have power to appoint, one
or more Persons to act as co-trustee jointly with the Trustee of all or any part of the Collateral, with the power to file such proofs
of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action
on behalf of the Holders of the Notes as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12.


 


Each of the Issuer and the Co-Issuer
shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint
a co-trustee. If the Issuer and the Co-Issuer do not both join in such appointment within 15 days after the receipt by them of
a request to do so, the Trustee shall have power to make such appointment on its own.


 


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.


 






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Every co-trustee, shall, to
the extent permitted by law, but to such extent only, be appointed subject to the following terms:


 


(a)            all
rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or
required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee;


 


(b)            the
rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment
of a co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee jointly
in the case of the appointment of a co-trustee as shall be provided in the instrument appointing such co-trustee, except to the extent
that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified
to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by a co-trustee;


 


(c)            the
Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer and the Co-Issuer evidenced by
an Issuer Order, may accept the resignation of, or remove, any co-trustee appointed under this Section 6.12, and in case an
Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee
without the concurrence of the Issuer or the Co-Issuer. A successor to any co-trustee so resigned or removed may be appointed in the
manner provided in this Section 6.12;


 


(d)            no
co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee hereunder, and any co-trustee hereunder
shall be entitled to all the privileges, rights and immunities under ARTICLE 6 hereof, as if it were named the Trustee hereunder;
and


 


(e)            any
Act of Securityholders delivered to the Trustee shall be deemed to have been delivered to each co-trustee.


 


Section 6.13     Direction
to enter into the Servicing Agreement. The Issuer hereby directs the Trustee and the Note Administrator to enter into the Servicing
Agreement. Each of the Trustee and the Note Administrator shall be entitled to the same rights, protections, immunities and indemnities
afforded to each herein in connection with any matter contained in the Servicing Agreement.


 


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;


 






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(b)            this
Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Trustee and each constitutes the valid
and binding obligation of the Trustee, enforceable against it in accordance with its terms except (i) as limited by bankruptcy, fraudulent
conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws now or hereafter
in effect relating to creditors’ rights generally and by general equitable principles, regardless of whether considered in a proceeding
in equity or at law, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;


 


(c)            neither
the execution, delivery and performance of this Indenture or the Servicing Agreement, nor the consummation of the transactions contemplated
by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Trustee to obtain any consent, authorization,
approval or registration under, any law, statute, rule, regulation, or any judgment, order, writ, injunction or decree that is binding
upon the Trustee or any of its properties or Collateral or (ii) will violate the provisions of the Governing Documents of the Trustee;
and


 


(d)            there
are no proceedings pending or, to the best knowledge of the Trustee, threatened against the Trustee before any Federal, state or other
governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which could
have a material adverse effect on the Collateral or the performance by the Trustee of its obligations under this Indenture or the Servicing
Agreement.


 


Section 6.15     Representations
and Warranties of the Note Administrator. The Note Administrator represents and warrants for the benefit of the other parties to this
Indenture and the parties to the Servicing Agreement that:


 


(a)            the
Note Administrator is a national banking association with trust powers, duly and validly existing under the laws of the United States
of America, with corporate power and authority to execute, deliver and perform its obligations under this Indenture and the Servicing
Agreement, and is duly eligible and qualified to act as Note Administrator under this Indenture and the Servicing Agreement;


 


(b)            this
Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Note Administrator and each constitutes
the valid and binding obligation of the Note Administrator, enforceable against it in accordance with its terms except (i) as limited
by bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other
similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles, regardless
of whether considered in a proceeding in equity or at law, and (ii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought;


 


(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.


 






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Section 6.16     Requests
for Consents. In the event that the Trustee and Note Administrator receives written notice of any offer or any request for a waiver,
consent, amendment or other modification with respect to any Collateral Interest (before or after any default) or in the event any action
is required to be taken in respect to an Asset Document, the Note Administrator shall promptly forward such notice to the Issuer, the
Servicer and the Special Servicer. The Special Servicer shall take such action as required under the Servicing Agreement as described
in Section 10.10(f) of this Indenture.


 


Section 6.17     Withholding.
(a) If any amount is required to be deducted or withheld from any payment to any Noteholder or payee, such amount shall reduce the
amount otherwise distributable to such Noteholder or payee. The Note Administrator is hereby authorized to withhold or deduct from amounts
otherwise distributable to any Noteholder or payee sufficient funds for the payment of any tax that is legally required to be withheld
or deducted (but such authorization shall not prevent the Note Administrator from contesting any such tax in appropriate proceedings and
legally withholding payment of such tax, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect
to any Noteholder or payee shall be treated as Cash distributed to such Noteholder or payee at the time it is deducted or withheld by
the Issuer or the Note Administrator, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution, the Note Administrator may in its sole discretion withhold such amounts in
accordance with this Section 6.17. The Issuer and the Co-Issuer agree to timely provide to the Trustee accurate and complete
copies of all documentation received from Noteholders or payee pursuant to Sections 2.7(c) and 2.11(c) of
this Indenture. Solely with respect to FATCA compliance and reporting, nothing herein shall impose an obligation on the part of the Note
Administrator to determine the amount of any tax or withholding obligation on the part of the Issuer or in respect of the Notes.


 


(b)            For
the avoidance of doubt, the Note Administrator shall reasonably cooperate with Issuer, at Issuer’s direction and expense, to permit
Issuer to fulfill its obligations under FATCA (including Cayman FATCA Legislation); provided that the Note Administrator shall
have no independent obligation to cause or maintain Issuer’s compliance with FATCA and shall have no liability for any withholding
on payments to Issuer as a result of Issuer’s failure to achieve or maintain FATCA compliance.


 


ARTICLE 7


 


COVENANTS


 


Section 7.1     Payment
of Principal and Interest. The Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer, with respect to the
Class F Notes, the Class G Notes and the Class H Notes, shall duly and punctually pay the principal of and interest on
each Class of Notes in accordance with the terms of this Indenture. Amounts properly withheld under the Code or other applicable
law by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer
and the Co-Issuer, with respect to the Offered Notes and by the Issuer, with respect to the Class F Notes, the Class G Notes,
the Class H Notes and the Preferred Shares for all purposes of this Indenture.


 


The
Note Administrator shall, unless prevented from doing so for reasons beyond its reasonable control, give notice to each Securityholder
of any such withholding requirement no later than ten days prior to the related Payment Date from which amounts are required (as directed
by the Issuer (or the Collateral Manager on its behalf)) to be withheld; provided that, despite the failure of the Note
Administrator to give such notice, amounts withheld pursuant to applicable tax laws shall be considered as having been paid by the Issuer
and the Co-Issuer, as provided above.


 






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Section 7.2     Maintenance
of Office or Agency. The Co-Issuers, with respect to the Offered Notes, and the Issuer, with respect to the Class F Notes,
the Class G Notes and the Class H Notes, hereby appoint the Note Administrator as a Paying Agent for the payment of principal
of and interest on the Notes and where Notes may be surrendered for registration of transfer or exchange and the Issuer hereby appoints
Corporation Service Company in New York, New York, as its agent where notices and demands to or upon the Co-Issuer in respect of the
Offered Notes or this Indenture, or the Issuer in respect of the Notes or this Indenture, may be served.


 


The
Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for
any or all of such purposes; provided, however, that the Issuer will maintain in the Borough of Manhattan, The City
of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served,
and, subject to any laws or regulations applicable thereto, an office or agency outside of the United States where Notes may be presented
and surrendered for payment; provided, further, that no paying agent shall be appointed in a jurisdiction which subjects
payments on the Notes to withholding tax. The Issuer shall give prompt written notice to the Trustee, the Note Administrator, the Rating
Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of
any such office or agency.


 


If at any time the Issuer
shall fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside the United
States, or shall fail to furnish the Trustee and the Note Administrator with the address thereof, presentations and surrenders may
be made (subject to the limitations described in the preceding paragraph) at and notices and demands may be served on the Issuer and
Co-Issuer and Notes may be presented and surrendered for payment to the appropriate Paying Agent at its main office and the
Issuer and the Co-Issuer hereby appoint the same as their agent to receive such respective presentations, surrenders, notices
and demands.


 


Section 7.3     Amounts
for Note Payments to be Held in Trust. (a) All payments of amounts due and payable with respect to any Notes that are to be made
from amounts withdrawn from the Payment Account shall be made, with respect to the Offered Notes, on behalf of the Issuer and the Co-Issuer,
or, with respect to the Class F Notes, the Class G Notes and the Class H Notes, on behalf of the Issuer by the Note Administrator
or a Paying Agent (in each case, from and to the extent of available funds in the Payment Account and subject to the Priority of Payments)
with respect to payments on the Notes.


 


When
the Paying Agent is not also the Notes Registrar, the Issuer and the Co-Issuer, with respect to the Offered Notes, or the Issuer,
with respect to the Class F Notes, the Class G Notes and the Class H Notes, shall furnish, or cause the Notes Registrar
to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably
request, of the names and addresses of the Holders of Notes and of the certificate numbers of individual Notes held by each such Holder
together with wiring instructions, contact information, and such other information reasonably required by the paying agent.


 


Whenever the Paying Agent is
not also the Note Administrator, the Issuer, the Co-Issuer, and such Paying Agent shall, on or before the Business Day next preceding
each Payment Date or Redemption Date, as the case may be, direct the Note Administrator to deposit on such Payment Date with such Paying
Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due pursuant to the terms of this Indenture (to the
extent funds are then available for such purpose in the Payment Account, and subject to the Priority of Payments), such sum to be held
for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Note Administrator) the Issuer and the Co-Issuer
shall promptly notify the Note Administrator of its action or failure so to act. Any amounts deposited with a Paying Agent (other than
the Note Administrator) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such
deposit was made shall be paid over by such Paying Agent to the Note Administrator for application in accordance with ARTICLE 11.
Any such Paying Agent shall be deemed to agree by assuming such role not to cause the filing of a petition in bankruptcy, reorganization,
arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or
similar laws of any jurisdiction against the Issuer, the Co-Issuer or any Permitted Subsidiary for the nonpayment to the Paying Agent
of any amounts payable thereto until at least one year and one day (or, if longer, the applicable preference period then in effect and
one day) after the payment in full of all Notes issued under this Indenture.


 






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The
initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed
by Issuer Order of the Issuer and Issuer Order of the Co-Issuer and at the sole cost and expense (including such Paying
Agent’s fee) of the Issuer and the Co-Issuer, with written notice thereof to the Note Administrator; provided, however,
that so long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying
Agent for the Notes, either (i) such Paying Agent has a long-term unsecured debt rating of “Aa3” or higher by
Moody’s and “BBB(high)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by any two
other NRSROs (which may include Moody’s)), and a short-term debt rating of “P-1” by Moody’s or
(ii) each of the Rating Agencies confirms that employing such Paying Agent shall not adversely affect the then-current ratings
of the Notes. In the event that such successor Paying Agent ceases to have a long-term debt rating of “Aa3” or higher by
Moody’s and “BBB(high)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by any two
other NRSROs (which may include Moody’s)), and a short-term debt rating of at least “P 1” by Moody’s, the
Issuer and the Co Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Issuer and the Co Issuer
shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject
to supervision and examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall
not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to
supervision and examination by federal and/or state and/or national banking authorities. The Issuer and the Co-Issuer shall
cause the Paying Agent other than the Note Administrator to execute and deliver to the Note Administrator an instrument in which
such Paying Agent shall agree with the Note Administrator (and if the Note Administrator acts as Paying Agent, it hereby so agrees),
subject to the provisions of this Section 7.3, that such Paying Agent will:


 


(i)            allocate
all sums received for payment to the Holders of Notes in accordance with the terms of this Indenture;


 


(ii)            hold
all sums held by it for the payment of amounts due with respect to the Notes for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;


 


(iii)            if
such Paying Agent is not the Note Administrator, immediately resign as a Paying Agent and forthwith pay to the Note Administrator all
sums held by it for the payment of Notes if at any time it ceases to satisfy the standards set forth above required to be met by a Paying
Agent at the time of its appointment;


 


(iv)            if
such Paying Agent is not the Note Administrator, immediately give the Note Administrator notice of any Default by the Issuer or the Co-Issuer
(or any other obligor upon the Notes) in the making of any payment required to be made; and


 


(v)            if
such Paying Agent is not the Note Administrator at any time during the continuance of any such Default, upon the written request of the
Note Administrator, forthwith pay to the Note Administrator all sums so held by such Paying Agent.


 


The Issuer or the Co-Issuer may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct
the Paying Agent to pay, to the Note Administrator all sums held by the Issuer or the Co-Issuer or held by the Paying Agent for payment
of the Notes, such sums to be held by the Note Administrator in trust for the same Noteholders as those upon which such sums were held
by the Issuer, the Co-Issuer or the Paying Agent; and, upon such payment by the Paying Agent to the Note Administrator, the Paying
Agent shall be released from all further liability with respect to such amounts.


 



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Except as otherwise required
by applicable law, any amounts deposited with the Note Administrator in trust or deposited with the Paying Agent for the payment of the
principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable
shall be paid to the Issuer on request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment of such amounts and all liability of the Note Administrator or the Paying Agent with respect to such amounts (but only
to the extent of the amounts so paid to the Issuer or the Co-Issuer, as applicable) shall thereupon cease. The Note Administrator
or the Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at
the expense of the Issuer or the Co-Issuer, as the case may be, any reasonable means of notification of such release of payment, including,
but not limited to, mailing notice of such release to Holders whose Notes have been called but have not been surrendered for redemption
or whose right to or interest in amounts due and payable but not claimed is determinable from the records of the Paying Agent, at the
last address of record of each such Holder.


 


Section 7.4     Existence
of the Issuer and Co-Issuer. (a) So long as any Note is Outstanding, the Issuer shall, to the maximum extent permitted by
applicable law, maintain in full force and effect its existence and rights as an exempted company incorporated with limited liability
under the laws of the Cayman Islands and shall obtain and preserve its qualification to do business as a foreign limited liability company
in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture,
the Notes or any of the Collateral; provided that the Issuer shall be entitled to change its jurisdiction of registration from
the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) such change is not disadvantageous
in any material respect to the Holders of the Notes or the Preferred Shares, (ii) it delivers written notice of such change to the
Note Administrator for delivery to the Holders of the Notes or Preferred Shares, the Preferred Share Paying Agent and the Rating Agencies
and (iii) on or prior to the fifteenth (15th) Business Day following delivery of such notice by the Note Administrator to the Noteholders,
the Note Administrator shall not have received written notice from a Majority of the Controlling Class or a Majority of Preferred
Shareholders objecting to such change. So long as any Rated Notes are Outstanding, the Issuer will maintain at all times at least one
director who is Independent of the Collateral Manager and its Affiliates.


 


(b)            So
long as any Note is Outstanding, the Co-Issuer shall maintain in full force and effect its existence and rights as a limited
liability company organized under the laws of Delaware and shall obtain and preserve its qualification to do business as a foreign
limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and
enforceability of this Indenture or the Notes; provided, however, that the Co-Issuer shall be entitled to change
its jurisdiction of formation from Delaware to any other jurisdiction reasonably selected by the Co-Issuer so long as
(i) such change is not disadvantageous in any material respect to the Holders of the Notes, (ii) it delivers written
notice of such change to the Note Administrator for delivery to the Holders of the Notes and the Rating Agencies and (iii) on
or prior to the fifteenth (15th) Business Day following such delivery of such notice by the Note Administrator to the Noteholders,
the Note Administrator shall not have received written notice from a Majority of the Controlling Class objecting to such
change. So long as any Rated Notes are Outstanding, the Co-Issuer will maintain at all times at least one director who is
Independent of the Collateral Manager and its Affiliates.


 






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(c)            So
long as any Note is Outstanding, the Issuer shall ensure that all corporate or other formalities regarding its existence are
followed (including correcting any known misunderstanding regarding its separate existence). So long as any Note is Outstanding, the
Issuer shall not take any action or conduct its affairs in a manner that is likely to result in its separate existence being ignored
or its Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other
insolvency proceeding. So long as any Note is Outstanding, the Issuer shall maintain and implement administrative and operating
procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times
keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily
maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as any Note is
Outstanding, (i) the Issuer shall (A) pay its own liabilities only out of its own funds and (B) use separate
stationery, invoices and checks, (C) hold itself out and identify itself as a separate and distinct entity under its own name;
(D) not commingle its assets with assets of any other Person; (E) hold title to its assets in its own name;
(F) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other
Person and not have its assets listed on any financial statement of any other Person; provided, however, that the
Issuer’s assets may be included in a consolidated financial statement of its Affiliate; provided that
(1) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Issuer
from such Affiliate and to indicate that the Issuer’s assets and credit are not available to satisfy the debts and other
obligations of such Affiliate or any other Person and (2) such assets shall also be listed on the Issuer’s own balance
sheet; (G) not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other
Person or hold out its credit or assets as being available to satisfy the obligations of others; (H) allocate fairly and
reasonably any overhead expenses, including for shared office space; (I) not have its obligations guaranteed by any Affiliate;
(J) not pledge its assets to secure the obligations of any other Person; (K) correct any known misunderstanding regarding
its separate identity; (L) maintain adequate capital in light of its contemplated business purpose, transactions and
liabilities; (M) not acquire any securities of any Affiliate of the Issuer; and (N) not own any asset or property other
than property arising out of the actions permitted to be performed under the Transaction Documents; and (ii) the Issuer shall
not (A) have any subsidiaries (other than a Permitted Subsidiary and, in the case of the Issuer, the Co-Issuer);
(B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under the
Transaction Documents; (C) engage in any transaction with any shareholder that is not permitted under the terms of the
Servicing Agreement; (D) pay dividends other than in accordance with the terms of this Indenture, its governing documents and
the Preferred Share Paying Agency Agreement; (E) conduct business under an assumed name (i.e., no “DBAs”);
(F) incur, create or assume any indebtedness other than as expressly permitted under the Transaction Documents; (G) enter
into any contract or agreement with any of its Affiliates, except upon terms and conditions that are commercially reasonable and
substantially similar to those available in arm’s-length transactions; provided that the foregoing shall not prohibit
the Issuer from entering into the transactions contemplated by the Company Administration Agreement with the Company Administrator,
the Preferred Share Paying Agency Agreement with the Share Registrar and any other agreement contemplated or permitted by the
Servicing Agreement or this Indenture; (H) make or permit to remain outstanding any loan or advance to, or own or acquire any
stock or securities of, any Person, except that the Issuer may invest in those investments permitted under the Transaction Documents
and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and
permit the same to remain outstanding in accordance with such provisions; and (I) to the fullest extent permitted by law,
engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such
activities as are expressly permitted pursuant to any provision of the Transaction Documents.


 


(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.






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Section 7.5     Protection
of Collateral. (a) The Note Administrator, at the expense of the Issuer and pursuant to any Opinion of Counsel received pursuant
to Section 7.5(e) shall execute and deliver all such Financing Statements, continuation statements, instruments of further
assurance and other instruments, and shall take such other action as may be necessary or advisable or desirable to secure the rights and
remedies of the Holders and to:


 


(i)            Grant
more effectively all or any portion of the Collateral;


 


(ii)            maintain
or preserve the lien (and the priority thereof) of this Indenture or to carry out more effectively the purposes hereof;


 


(iii)            perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture (including, without limitation, any and all
actions necessary or desirable as a result of changes in law or regulations);


 


(iv)            instruct
the Special Servicer with respect to enforcement on any of the Collateral Interests or enforce on any other instruments or property included
in the Collateral;


 


(v)            instruct
the Special Servicer to preserve and defend title to the Collateral Interests and preserve and defend title to the other Collateral and
the rights of the Trustee, the Holders of the Notes in the Collateral against the claims of all persons and parties; and


 


(vi)            pursuant
to Section 11.1(a)(i)(1) and Section 11.1(a)(ii)(1), pay or cause to be paid any and all taxes levied or
assessed upon all or any part of the Collateral.


 


The
Issuer hereby designates the Note Administrator as its agent and attorney-in-fact to execute any Financing Statement, continuation statement
or other instrument required pursuant to this Section 7.5. The Note Administrator agrees that it will from time to time execute
and cause such Financing Statements and continuation statements to be filed (it being understood that the Note Administrator shall be
entitled to rely upon an Opinion of Counsel described in Section 7.5(e), at the expense of the Issuer, as to the need
to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions
in which such filings are required to be made).


 


(b)            Neither
the Trustee nor the Note Administrator shall (except in accordance with Section 10.12(a), Section 10.12(b) or
(c) and except for payments, deliveries and distributions otherwise expressly permitted under this Indenture) cause or permit
the Custodial Account or the Custodian to be located in a different jurisdiction from the jurisdiction in which the Custodian was located
on the Closing Date, unless the Trustee or the Note Administrator, as applicable, shall have first received an Opinion of Counsel to the
effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after
giving effect to such action or actions.


 


(c)            The
Issuer shall (i) pay or cause to be paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any Collateral
that secure the Notes and timely file all tax returns and information statements as required, (ii) take all actions necessary or
advisable to prevent the Issuer from becoming subject to any withholding or other taxes or assessments and to allow the Issuer to comply
with FATCA, including, appointing any agent or representative to perform due diligence, withholding or reporting obligations of the Issuer
pursuant to FATCA and (iii) if required to prevent the withholding or imposition of United States income tax, deliver or cause to
be delivered an IRS Form W-9 (or the applicable IRS Form W-8, if appropriate) or successor applicable form, to each borrower,
counterparty or paying agent with respect to (as applicable) an item included in the Collateral at the time such item is purchased or
entered into and thereafter prior to the expiration or obsolescence of such form.






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(d)            The
Issuer (or an agent on its behalf) shall take such reasonable actions, including hiring agents or advisors, consistent with law and
its obligations under this Indenture, as are necessary for compliance with FATCA (or the Cayman FATCA Legislation), including
appointing any agent or representative to perform due diligence, withholding or reporting obligations of the Issuer to enable
compliance with FATCA, and any other action that the Issuer would be permitted to take under this Indenture necessary for compliance
with FATCA. The Issuer shall provide any certification or documentation (including an IRS Form W-9 or the applicable IRS
Form W-8, if appropriate, or any successor form) to any payor (as defined in FATCA) from time to time as provided by law to
minimize U.S. withholding tax or backup withholding tax or to ensure compliance with FATCA.


 


(e)            For
so long as the Notes are Outstanding, within the six-month period preceding the fifth anniversary of the Closing Date and every 60 months
thereafter, the Issuer (or the Collateral Manager on its behalf) shall deliver to the Trustee and the Note Administrator, for the benefit
of the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies, at the expense of the Issuer, an Opinion of Counsel
stating what is required, in the opinion of such counsel, as of the date of such opinion, to maintain the lien and security interest created
by this Indenture with respect to the Collateral, and confirming the matters set forth in the Opinion of Counsel, furnished pursuant to
Section 3.1(d), with regard to the perfection and priority of such security interest (and such Opinion of Counsel may likewise
be subject to qualifications and assumptions similar to those set forth in the Opinion of Counsel delivered pursuant to Section 3.1(d)).


 


Section 7.6     Notice
of Any Amendments. Each of the Issuer and the Co-Issuer shall give notice to the 17g-5 Information Provider of, and satisfy the
Rating Agency Condition with respect to, any amendments to its Governing Documents.


 


Section 7.7     Performance
of Obligations. (a) Each of the Issuer and the Co-Issuer shall not take any action, and will use commercially reasonable
efforts not to permit any action to be taken by others, that would release any Person from any of such Person’s covenants or obligations
under any Instrument included in the Collateral, except in the case of enforcement action taken with respect to any Defaulted Collateral
Interest in accordance with the provisions hereof and as otherwise required hereby.


 


(b)            The
Issuer or the Co-Issuer may, with the prior written consent of the Majority of the Notes (or if there are no Notes Outstanding, a
Majority of Preferred Shareholders), contract with other Persons, including the Servicer, the Special Servicer, the Note Administrator,
the Collateral Manager or the Trustee, for the performance of actions and obligations to be performed by the Issuer or the Co-Issuer,
as the case may be, hereunder by such Persons and the performance of the actions and other obligations with respect to the Collateral
of the nature set forth in this Indenture. Notwithstanding any such arrangement, the Issuer or the Co-Issuer, as the case may be,
shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations by
such Persons shall be deemed to be performance of such actions and obligations by the Issuer or the Co-Issuer; and the Issuer or the
Co-Issuer shall punctually perform, and use commercially reasonable efforts to cause the Servicer, the Special Servicer, the Collateral
Manager or such other Person to perform, all of their obligations and agreements contained in this Indenture or such other agreement.


 


(c)            Unless
the Rating Agency Condition is satisfied with respect thereto, the Issuer shall maintain the Servicing Agreement in full force and effect
so long as any Notes remain Outstanding and shall not terminate the Servicing Agreement with respect to any Collateral Interest except
upon the sale or other liquidation of such Collateral Interest in accordance with the terms and conditions of this Indenture.


 


(d)            If
the Co-Issuers receive a notice from the Rating Agencies stating that they are not in compliance with Rule 17g-5, the Co-Issuers
shall take such action as mutually agreed between the Co-Issuers and the Rating Agencies in order to comply with Rule 17g-5.


 






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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;


 


(vii)            to
the maximum extent permitted by applicable law, dissolve or liquidate in whole or in part, except as permitted hereunder;


 


(viii)            make
or incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms of this Indenture
and, in the case of the Issuer, the Preferred Share Paying Agency Agreement;


 


(ix)            become
liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of the lessee under any lease,
hire any employees or pay any dividends to its shareholders, except with respect to the Preferred Shares in accordance with the Priority
of Payments;


 


(x)            maintain
any bank accounts other than the Accounts and any bank account in the Cayman Islands in which (inter alia) the proceeds of the
Issuer’s issued share capital and the transaction fees paid to the Issuer for agreeing to issue the Securities will be kept;


 


(xi)            conduct
business under an assumed name, or change its name without first delivering at least 30 days’ prior written notice to the Trustee,
the Note Administrator, the Noteholders and the Rating Agencies and an Opinion of Counsel to the effect that such name change will not
adversely affect the security interest hereunder of the Trustee or the Secured Parties;


 


(xii)            take
any action that would result in it failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of FBRT Sub REIT 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 FBRT Sub REIT, or (B) based on an Opinion of Counsel of Cadwalader, Wickersham &
Taft LLP or another nationally-recognized tax counsel experienced in such matters, the Issuer will be treated as a foreign corporation
that is not engaged in a trade or business in the United States for U.S. federal income tax purposes;


 






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(xiii)            except
for any agreements involving the purchase and sale of Collateral Interests having customary purchase or sale terms and documented with
customary loan trading documentation, enter into any agreements unless such agreements contain “non-petition” and “limited
recourse” provisions; or


 


(xiv)            amend
their respective organizational documents without satisfaction of the Rating Agency Condition in connection therewith.


 


(b)            Neither
the Issuer nor the Trustee shall sell, transfer, exchange or otherwise dispose of Collateral, or enter into or engage in any business
with respect to any part of the Collateral, except as expressly permitted or required by this Indenture or the Servicing Agreement.


 


(c)            The
Co-Issuer shall not invest any of its collateral in “securities” (as such term is defined in the 1940 Act) and shall keep
all of the Co-Issuer’s collateral in Cash.


 


(d)            For
so long as any of the Notes are Outstanding, the Co-Issuer shall not issue any limited liability company membership interests of the
Co-Issuer to any Person other than FBRT Sub REIT or a wholly-owned subsidiary of FBRT Sub REIT.


 


(e)            The
Issuer shall not enter into any material new agreements (other than the Collateral Interest Purchase Agreement or other agreement contemplated
by this Indenture) (including, without limitation, in connection with the sale of Collateral by the Issuer) without the prior written
consent of the Holders of at least a Majority of the Notes (or if there are no Notes Outstanding, a Majority of Preferred Shareholders)
and shall provide notice of all new agreements (other than the Collateral Interest Purchase Agreement or other agreement specifically
contemplated by this Indenture) to the Holders of the Notes. The foregoing notwithstanding, the Issuer may agree to any material new agreements;
provided that (i) the Issuer (or the Collateral Manager on its behalf) determines that such new agreements would not, upon
becoming effective, adversely affect the rights or interests of any Class or Classes of Noteholders and (ii) subject to satisfaction
of the Rating Agency Condition.


 


Section 7.9     Statement
as to Compliance. On or before January 31, in each calendar year, commencing in 2023 or immediately if there has been a Default
in the fulfillment of an obligation under this Indenture, the Issuer shall deliver to the Trustee, the Note Administrator and the 17g-5
Information Provider an Officer’s Certificate given on behalf of the Issuer and without personal liability stating, as to each signer
thereof, that, since the date of the last certificate or, in the case of the first certificate, the Closing Date, to the best of the knowledge,
information and belief of such Officer, the Issuer has fulfilled all of its obligations under this Indenture or, if there has been a Default
in the fulfillment of any such obligation, specifying each such Default known to them and the nature and status thereof.


 


Section 7.10     Issuer
and Co-Issuer May Consolidate or Merge Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or
into any other Person or transfer or convey all or substantially all of its Collateral to any Person, unless permitted by the Governing
Documents and Cayman Islands law and unless:


 


(i)            the
Issuer shall be the surviving entity, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer
is merged or to which all or substantially all of the Collateral of the Issuer are transferred shall be an entity organized and
existing under the laws of the Cayman Islands or such other jurisdiction approved by a Majority of each and every Class of the
Notes (each voting as a separate Class), and a Majority of Preferred Shareholders; provided that no such approval shall be
required in connection with any such transaction undertaken solely to effect a change in the jurisdiction of registration pursuant
to Section 7.4 hereof; and provided, further, that the surviving entity shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, the Note Administrator, and each Noteholder, the due and
punctual payment of the principal of and interest on all Notes and other amounts payable hereunder and under the Servicing Agreement
and the performance and observance of every covenant of this Indenture and the Servicing Agreement on the part of the Issuer to be
performed or observed, all as provided herein;


 






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(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, the Collateral Manager and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating
that such Person is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that
such Person has sufficient power and authority to assume the obligations set forth in Section 7.10(a)(i) above and to
execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized
the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations and that such
supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only
to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and
to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); that, immediately
following the event which causes such Person to become the successor to the Issuer, (A) such Person has good and marketable title,
free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture, to the Collateral
securing, in the case of a consolidation or merger of the Issuer, all of the Notes or, in the case of any transfer or conveyance of the
Collateral securing any of the Notes, such Notes, (B) the Trustee continues to have a valid perfected first priority security interest
in the Collateral securing, in the case of a consolidation or merger of the Issuer, all of the Notes, or, in the case of any transfer
or conveyance of the Collateral securing any of the Notes, such Notes and (C) such other matters as the Trustee, the Note Administrator,
the Servicer, the Special Servicer, the Collateral Manager or any Noteholder may reasonably require;


 


(v)            immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(vi)            the
Issuer shall have delivered to the Trustee, the Note Administrator, the Preferred Share Paying Agent and each Noteholder, an Officer’s
Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and such supplemental indenture
comply with this Article 7 and that all conditions precedent in this Article 7 provided for relating to such transaction
have been complied with;


 






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(vii)            the
Issuer has received an opinion from Cadwalader, Wickersham & Taft LLP or an opinion of other nationally recognized U.S. tax counsel
experienced in such matters that the Issuer or the Person referred to in clause (a) either will (a) be treated as a Qualified
REIT Subsidiary or other disregarded entity of a REIT or (b) be treated as a foreign corporation not engaged in a U.S. trade or business
for U.S. federal income tax purposes or otherwise not subject to U.S. federal income tax on a net income tax basis;


 


(viii)            the
Issuer has received an opinion from Cadwalader, Wickersham & Taft LLP or an opinion of other nationally recognized U.S. tax counsel
experienced in such matters that such action will not adversely affect the tax treatment of the Noteholders as described in the Offering
Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent; and


 


(ix)            after
giving effect to such transaction, the Issuer shall not be required to register as an investment company under the 1940 Act.


 


(b)            The
Co-Issuer shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its Collateral
to any Person, unless no Notes remain Outstanding or:


 


(i)            the
Co-Issuer shall be the surviving entity, or the Person (if other than the Co-Issuer) formed by such consolidation or into which
the Co-Issuer is merged or to which all or substantially all of the Collateral of the Co-Issuer are transferred shall be a company
organized and existing under the laws of Delaware or such other jurisdiction approved by a Majority of the Controlling Class; provided
that no such approval shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction
of formation pursuant to Section 7.4; and provided, further, that the surviving entity shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, the Note Administrator, and each Noteholder, the due and punctual
payment of the principal of and interest on all Notes and the performance and observance of every covenant of this Indenture on the part
of the Co-Issuer to be performed or observed, all as provided herein;


 


(ii)            the
Rating Agency Condition has been satisfied;


 


(iii)            if
the Co-Issuer is not the surviving entity, the Person formed by such consolidation or into which the Co-Issuer is merged or to
which all or substantially all of the Collateral of the Co-Issuer are transferred shall have agreed with the Trustee and the Note
Administrator (A) to observe the same legal requirements for the recognition of such formed or surviving entity as a legal entity
separate and apart from any of its Affiliates as are applicable to the Co-Issuer with respect to its Affiliates and (B) not to
consolidate or merge with or into any other Person or transfer or convey all or substantially all of its Collateral to any other Person
except in accordance with the provisions of this Section 7.10;


 


(iv)            if
the Co-Issuer is not the surviving entity, the Person formed by such consolidation or into which the Co-Issuer is merged or to
which all or substantially all of the Collateral of the Co-Issuer are transferred shall have delivered to the Trustee, the Note Administrator
and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating that such Person is duly organized, validly
existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority
to assume the obligations set forth in Section 7.10(b)(i) above and to execute and deliver an indenture supplemental
hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of an
indenture supplemental hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and
binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium
and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law); such other matters as the Trustee, the Note Administrator or any
Noteholder may reasonably require;


 






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(v)            immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(vi)            the
Co-Issuer shall have delivered to the Trustee, the Note Administrator, the Preferred Share Paying Agent and each Noteholder an Officer’s
Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and such supplemental indenture
comply with this Article 7 and that all conditions precedent in this Article 7 provided for relating to such transaction
have been complied with and that no adverse tax consequences will result therefrom to the Holders of the Notes or the Preferred Shareholders;
and


 


(vii)            after
giving effect to such transaction, the Co-Issuer shall not be required to register as an investment company under the 1940 Act.


 


Section 7.11     Successor
Substituted. Upon any consolidation or merger, or transfer or conveyance of all or substantially all of the Collateral of the
Issuer or the Co-Issuer, in accordance with Section 7.10 hereof, the Person formed by or surviving such
consolidation or merger (if other than the Issuer or the Co-Issuer), or the Person to which such consolidation, merger, transfer
or conveyance is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the
Co-Issuer, as the case may be, under this Indenture with the same effect as if such Person had been named as the Issuer or the
Co-Issuer, as the case may be, herein. In the event of any such consolidation, merger, transfer or conveyance, the Person named
as the “Issuer” or the “Co-Issuer” in the first paragraph of this Indenture or any successor which shall
theretofore have become such in the manner prescribed in this Article 7 may be dissolved, wound-up and liquidated at any
time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all the Notes and from
its obligations under this Indenture.


 


Section 7.12     No
Other Business. The Issuer shall not engage in any business or activity other than issuing and selling the Notes pursuant to this
Indenture and any supplements thereto, issuing its ordinary shares and issuing and selling the Preferred Shares in accordance with its
Governing Documents, and acquiring, owning, holding, disposing of and pledging the Collateral in connection with the Notes and such other
activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The
Co-Issuer shall not engage in any business or activity other than issuing and selling the Notes pursuant to this Indenture and any
supplements thereto and such other activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith.


 


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 the Benchmark in respect of each Interest Accrual Period in accordance with the terms of Schedule
B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Note
Administrator as Calculation Agent for purposes of determining the Benchmark for each Interest Accrual Period. The Calculation Agent
may be removed by the Issuer at any time, with or without cause, upon no less than thirty (30) days’ written notice to the
Calculation Agent. The Calculation Agent may resign at any time by giving written notice thereof to the Issuer, the Co-Issuer, the
Collateral Manager, the Noteholders and the Rating Agencies. If the Calculation Agent is unable or unwilling to act as such or is
removed by the Issuer, or if the Calculation Agent fails to determine the then-current Benchmark or the Interest Distribution Amount
for any Class of Notes for any Interest Accrual Period, the Issuer shall promptly appoint as a replacement Calculation Agent a
leading bank, which does not control or is not controlled by or under common control with the Issuer or its Affiliates and, if the
then-current Benchmark is LIBOR, is engaged in transactions in Eurodollar deposits in the international Eurodollar market. The
Calculation Agent may not resign its duties without a successor having been duly appointed. If no successor Calculation Agent shall
have been appointed within 30 days after giving of a notice of resignation, the resigning Calculation Agent, a Majority of the Notes
or any Holder of a Note, on behalf of himself and all others similarly situated, may, at the Issuer’s expense, petition a
court of competent jurisdiction for the appointment of a successor Calculation Agent.


 


(b)            The
Calculation Agent shall calculate, on the Benchmark Determination Date, the Benchmark for the next Interest Accrual Period and will communicate
such rates via the Monthly Report. The Calculation Agent shall notify the Issuer and the Co-Issuer before 5:00 p.m. (New York time)
on each Benchmark Determination Date if it has not determined and is not in the process of determining the Benchmark and the Interest
Distribution Amounts for each Class of Notes, together with the reasons therefor. The determination of the Note Interest Rates and
the related Interest Distribution Amounts, respectively, by the Calculation Agent shall, absent manifest error, be final and binding on
all parties.


 


Section 7.15     REIT
Status. (a) FBRT Sub REIT and any subsequent REIT shall not take any action that results in the Issuer failing to qualify as
a Qualified REIT Subsidiary or other disregarded entity of FBRT Sub REIT or a subsequent REIT, as applicable, for U.S. federal income
tax purposes, unless (A) based on an Opinion of Counsel, the Issuer will be treated as a Qualified REIT Subsidiary or other disregarded
entity of a REIT other than FBRT Sub REIT or a subsequent REIT, as applicable, or (B) based on an Opinion of Counsel, the Issuer
will be treated as a foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes
(which opinion may be conditioned on compliance with certain restrictions on the investment or other activity of the Issuer and/or the
Servicer or Collateral Manager on behalf of the Issuer; provided that no opinion shall be required with respect to a transfer, pledge
or hypothecation to an affiliate that is wholly-owned by FBRT Sub REIT or such subsequent REIT, as applicable, and is disregarded for
U.S. federal income tax purpose).


 


(b)            Without
limiting the generality of this Section 7.15, if the Issuer is no longer a Qualified REIT Subsidiary or other disregarded
entity of a REIT, prior to the time that:


 


(i)            any
Collateral Interest would cause the Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income
tax purposes or to become subject to U.S. federal income tax on a net income basis;


 


(ii)            the
Issuer would acquire or receive any asset in connection with a workout or restructuring of a Collateral Interest that could cause the
Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes or to become subject
to U.S. federal income tax on a net income basis;


 






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(iii)            the
Issuer would acquire the real property underlying any Collateral Interest pursuant to a foreclosure or deed-in-lieu of foreclosure; or


 


(iv)            any
Commercial Real Estate Loan is modified in such a manner that could cause the Issuer to be treated as engaged in a trade or business in
the United States for U.S. federal income tax purposes or to become subject to U.S. federal income tax on a net income basis,


 


the Issuer will either (x) organize one or
more Permitted Subsidiaries and contribute the subject property to such Permitted Subsidiary, (y) contribute such Collateral Interest
to an existing Permitted Subsidiary, or (z) sell such Collateral Interest in accordance with Section 12.1.


 


(c)            At
the direction of 100% of the Preferred Shareholders (including any party that will become the beneficial owner of 100% of the Preferred
Shares because of a default under any financing arrangement for which the Preferred Shares are security), the Issuer may operate as a
foreign corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes; provided
that (i) the Issuer receives a No Entity-Level Tax Opinion; (ii) this Indenture and the Servicing Agreement, as applicable,
are amended or supplemented (A) to adopt written tax guidelines governing the Issuer’s origination, acquisition, disposition
and modification of Commercial Real Estate Loans designed to prevent the Issuer from being treated as engaged in a trade or business in
the United States for U.S. federal income tax purposes, (B) to form one or more “grantor trusts” to the hold Commercial
Real Estate Loans and (C) to implement any other provisions deemed necessary (as determined by the tax counsel providing the opinion)
to prevent the Issuer from being treated as a foreign corporation engaged in a trade or business in the United States for U.S. federal
income tax purposes or otherwise becoming subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; (iii) the
Preferred Shareholder shall pay the administrative and other costs related to the Issuer converting from a Qualified REIT Subsidiary to
operating as a foreign corporation, including the costs of any opinions and amendments; and (iv) the Preferred Shareholder agrees
to pay any ongoing expenses related to the Issuer’s status as a foreign corporation not engaged in a trade or business in the United
States for U.S. federal income tax purposes, including but not limited to U.S. federal income tax filings required by the Issuer, the
 “grantor trusts” or any taxable subsidiaries or required under FATCA.


 






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Section 7.16     Permitted
Subsidiaries. Notwithstanding any other provision of this Indenture, the Collateral Manager on behalf of the Issuer shall,
following delivery of an Issuer Order to the parties hereto, be permitted to sell or transfer to a Permitted Subsidiary at any time
any Sensitive Asset for consideration consisting entirely of the equity interests of such Permitted Subsidiary (or for an increase
in the value of equity interests already owned). Such Issuer Order shall certify that the sale of a Sensitive Asset is being made in
accordance with satisfaction of all requirements of this Indenture. The Custodian shall, upon receipt of a Request for
Release with respect to a Sensitive Asset, release such Sensitive Asset and shall deliver such Sensitive Asset as specified in such
Request for Release. The following provisions shall apply to all Sensitive Asset and Permitted Subsidiaries:


 


(a)            For
all purposes under this Indenture, any Sensitive Asset transferred to a Permitted Subsidiary shall be treated as if it were an asset owned
directly by the Issuer.


 


(b)            Any
distribution of Cash by a Permitted Subsidiary to the Issuer shall be characterized as Interest Proceeds or Principal Proceeds to the
same extent that such Cash would have been characterized as Interest Proceeds or Principal Proceeds if received directly by the Issuer
and each Permitted Subsidiary shall cause all proceeds of and collections on each Sensitive Asset owned by such Permitted Subsidiary to
be deposited into the Payment Account.


 


(c)            To
the extent applicable, the Issuer shall form one or more Securities Accounts with the Securities Intermediary for the benefit of each
Permitted Subsidiary and shall, to the extent applicable, cause Sensitive Asset to be credited to such Securities Accounts.


 


(d)            Notwithstanding
the complete and absolute transfer of a Sensitive Asset to a Permitted Subsidiary, the ownership interests of the Issuer in a Permitted
Subsidiary or any property distributed to the Issuer by a Permitted Subsidiary shall be treated as a continuation of its ownership of
the Sensitive Asset that was transferred to such Permitted Subsidiary (and shall be treated as having the same characteristics as such
Sensitive Asset).


 


(e)            If
the Trustee, or any other authorized party takes any action under this Indenture to sell, liquidate or dispose of all or substantially
all of the Collateral, the Issuer (or the Collateral Manager on its behalf) shall cause each Permitted Subsidiary to sell each Sensitive
Asset and all other Collateral held by such Permitted Subsidiary and distribute the proceeds of such sale, net of any amounts necessary
to satisfy any related expenses and tax liabilities, to the Issuer in exchange for the equity interest in such Permitted Subsidiary held
by the Issuer.


 






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Section 7.17     Repurchase
Requests. If the Issuer, the Trustee, the Note Administrator, the Collateral Manager, the Servicer or the Special Servicer
receives any request or demand that a Collateral Interest be repurchased or replaced arising from any Material Breach of a
representation or warranty made with respect to such Collateral Interest or any Material Document Defect (any such request or
demand, a “Repurchase Request”) or a withdrawal of a Repurchase Request from any Person other than the Servicer
or Special Servicer, then the Collateral Manager (on behalf of the Issuer), the Trustee or the Note Administrator, as applicable,
shall promptly forward such notice of such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, to the
Servicer (if related to a Performing Commercial Real Estate Loan) or Special Servicer, and include the following statement in the
related correspondence: “This is a “[Repurchase Request]/[withdrawal of a Repurchase Request]” under
Section 3.19 of the Servicing Agreement relating to BSPRT 2022-FL8 Issuer, Ltd. and BSPRT 2022-FL8 Co-Issuer, LLC,
requiring action from you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase
Request or withdrawal of a Repurchase Request by the Collateral Manager, the Servicer or Special Servicer pursuant to the prior
sentence, the Servicer or the Special Servicer, as applicable, shall be deemed to be the Repurchase Request Recipient in respect of
such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, and shall be responsible for complying
with the procedures set forth in Section 3.19 of the Servicing Agreement with respect to such Repurchase Request.


 


Section 7.18     Purchase
of Ramp-Up Collateral Interests and the Delayed Close Collateral Interests. The Issuer (or the Collateral Manager on behalf of the
Issuer) shall, prior to the Ramp-Up Completion Date, use commercially reasonable efforts to apply amounts on deposit in the Unused Proceeds
Account to purchase Ramp-Up Collateral Interests in accordance with Section 10.4(d) (which shall be, and hereby are,
Granted to the Trustee pursuant to the Granting Clause of this Indenture) for inclusion in the Collateral upon receipt by the Trustee
of an Issuer Order or trade confirmation executed by the Issuer (or the Collateral Manager on behalf of the Issuer) with respect thereto
directing the Trustee to pay out the amount specified therein against delivery of the Ramp-Up Collateral Interests specified therein and
a certificate of an Authorized Officer of the Issuer (or the Collateral Manager) (which certification shall be deemed to be made upon
delivery of a trade confirmation or Issuer Order), dated as of the trade date, and delivered to the Trustee on or prior to the date of
such purchase and Grant, to the effect that after giving effect to such purchase and Grant of the Ramp-Up Collateral Interests the Eligibility
Criteria are met with respect to the Ramp-Up Collateral Interests purchased. Any Ramp-Up Collateral Interest acquired during the Ramp-Up
Acquisition Period shall satisfy the applicable Eligibility Criteria and may be acquired so long as the Acquisition Criteria are satisfied.


 


On
the Closing Date or at any time on or prior to the 90th day following the Closing Date (the “Purchase Termination Date”),
the Issuer (or the Collateral Manager on behalf of the Issuer) may purchase one or both of the Delayed Close Collateral Interests. A Delayed
Close Collateral Interest may be acquired without regard to the Eligibility Criteria (but subject to the Acquisition Criteria) on either
the Closing Date or at any time on or prior to the Purchase Termination Date only so long as the terms of such Delayed Close Collateral
Interest are not materially different from the terms described in the Offering Memorandum. If a Delayed Close Collateral Interest is not
acquired on or prior to the Purchase Termination Date or if the terms of such Delayed Close Collateral Interest are materially different
from the terms described in the Offering Memorandum, then such Delayed Close Collateral Interest may be acquired during the Ramp-Up Acquisition
Period in accordance with the terms and conditions applicable to acquisitions of other Ramp-Up Collateral Interests, including the Eligibility
Criteria and the Acquisition Criteria. If a Delayed Close Collateral Interest is not acquired on the Closing Date, the expected
purchase price thereof will be credited to the Unused Proceeds Account to be used by the Issuer (or the Collateral Manager on behalf of
the Issuer) to acquire such Delayed Close Collateral Interest or, if the Collateral Manager determines that a Delayed Close Collateral
Interest may not close prior to the Ramp-Up Completion Date or otherwise decides not to acquire such Delayed Close Collateral Interest,
the Collateral Manager on behalf of the Issuer may use such amounts to acquire other Ramp-Up Collateral Interests that satisfy the Eligibility
Criteria during the Ramp-Up Acquisition Period.


 






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Section 7.19     Ramp-Up
Completion Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the
Trustee, Note Administrator and the Rating Agencies on the Ramp-Up Completion Date an amended Schedule A listing all Collateral
Interests granted to the Trustee pursuant to Section 7.18 on or before the Ramp-Up Completion Date and included in the Collateral
on the Ramp-Up Completion Date, which schedule shall supersede any prior Schedule A delivered to the Trustee.


 


(b)            Within
30 Business Days after the Ramp-Up Completion Date, the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral
Manager to provide, the following documents to the Trustee and, with respect to clauses (A) and (B) below, the Rating Agencies
within the time periods described below: (A) a report of the Collateral Manager (x) confirming the name of the borrower, the
unpaid principal balance, the coupon and the maturity date with respect to each Ramp-Up Collateral Interest owned by the Issuer as of
the Ramp-Up Completion Date, and (y) confirming that, as of the Ramp-Up Completion Date, the Note Protection Tests were satisfied
(the “Ramp-Up Completion Date Report”), (B) an unqualified certificate of the Collateral Manager on behalf of
the Issuer certifying that each Ramp-Up Collateral Interest satisfied all of the Eligibility Criteria applicable to Ramp-Up Collateral
Interests, and (C) a No Downgrade Confirmation from DBRS Morningstar with respect to the Closing Date ratings of any Class of
Notes (which confirmation may take the form of a press release or other written communication). If (i) the Issuer, or the Collateral
Manager on behalf of the Issuer, fails to provide the items described in foregoing clauses (A) and (B) within 30 Business Days
after the Ramp-Up Completion Date, (ii) the Moody’s Ramp-Up Condition is not satisfied within such 30-Business Day period,
or (iii) DBRS Morningstar does not provide a No Downgrade Confirmation on or before the later of the end of such 30-Business Day
period and the 10th Business Day following the receipt by DBRS Morningstar of the items described in clauses (A) and (B) above,
a “Rating Confirmation Failure” shall occur; provided that at any time BSPRT Holder or an affiliate thereof
holds 100% of the Preferred Shares it may contribute additional Cash, Eligible Investments and/or Collateral Interests that satisfy the
Eligibility Criteria and the Acquisition and Disposition Requirements to the Issuer in accordance with Section 12.2(c) of
this Indenture, for purposes of avoiding a Rating Confirmation Failure. For the avoidance of doubt, the Collateral Manager’s certificate
described in the foregoing clause (B) shall not include the Accountants’ Report.


 


Section 7.20     Servicing
of Commercial Real Estate Loans and Control of Servicing Decisions. The Commercial Real Estate Loans will be serviced by the Servicer
or, with respect to Specially Serviced Loans, the Special Servicer, in each case pursuant to the Servicing Agreement, subject to the consultation,
consent and direction rights of the Collateral Manager, as set forth in the Servicing Agreement, subject to those conditions, restrictions
or termination events expressly provided therein. Nothing in this Indenture shall be interpreted to limit in any respect the rights of
the Collateral Manager under the Servicing Agreement and none of the Issuer, Co-Issuer, Note Administrator and Trustee shall take
any action under the Indenture inconsistent with the Collateral Manager’s rights set forth under the Servicing Agreement.


 






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Section 7.21     ABS
Due Diligence Services. If any of the parties to this Indenture receives a Form ABS Due Diligence-15E from any party in
connection with any third-party due diligence services such party may have provided with respect to the Collateral Interests (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 Indenture, promptly upon receipt thereof.


 


ARTICLE 8


 


SUPPLEMENTAL
INDENTURES


 


Section 8.1     Supplemental
Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any Notes or any Preferred Shareholders,
and without satisfaction of the Rating Agency Condition, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers,
the Trustee, the Advancing Agent and the Note Administrator, at any time and from time to time subject to the requirement provided below
in this Section 8.1, may enter into one or more indentures supplemental hereto, in form satisfactory to the parties thereto,
for any of the following purposes:


 


(i)            evidence
the succession of any Person to the Issuer or the Co-Issuer and the assumption by any such successor of the covenants of the Issuer
or the Co-Issuer, as applicable, herein and in the Notes;


 


(ii)            add
to the covenants of the Issuer, the Co-Issuer, the Note Administrator, the Advancing Agent or the Trustee for the benefit of the Holders
of the Notes or the Preferred Shares or to surrender any right or power herein conferred upon the Issuer or the Co-Issuer, as applicable;


 


(iii)            convey,
transfer, assign, mortgage or pledge any property to or with the Trustee, or add to the conditions, limitations or restrictions on the
authorized amount, terms and purposes of the issue, authentication and delivery of the Notes;


 


(iv)            evidence
and provide for the acceptance of appointment hereunder of a successor Trustee or a successor Note Administrator and to add to or change
any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof;


 






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(v)            correct
or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm
unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and
all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of
this Indenture;


 


(vi)            modify
the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation
(or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption or exclusion from registration
under the Securities Act, the Exchange Act or the 1940 Act (including, without limitation, (A) to prevent any Class of
Notes from being considered an “ownership interest” under the Section 619 of Dodd-Frank (such statutory provision
together with such implementing regulations, the “Volcker Rule”) or (B) to prevent the Issuer or the
Co-Issuer from being considered a “covered fund” under the Volcker Rule) or to remove restrictions on resale and
transfer to the extent not required thereunder;


 


(vii)            accommodate
the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise;


 


(viii)            take
any action commercially reasonably necessary or advisable as required for the Issuer to comply with the requirements of FATCA (or the
Cayman FATCA Legislation); or to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity
of a REIT for U.S. federal income tax purposes or from otherwise being treated as a foreign corporation engaged in a trade or business
in the United States for U.S. federal income tax purposes, or to prevent the Issuer, the Holders of the Notes, the Holders of the Preferred
Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or from otherwise being subject to U.S. federal,
state, local or foreign income or franchise tax on a net income tax basis;


 


(ix)            amend
or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes;


 


(x)            accommodate
the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear, Clearstream, Luxembourg or otherwise;


 


(xi)            authorize
the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable
in connection with the listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate
any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent
or additional registrar for any Class of Notes in connection therewith;


 


(xii)            evidence
changes to applicable laws and regulations, including, without limitation, with the consent of the Securitization Sponsor and, in the
case of the EU Securitization Laws and the UK Securitization Laws, the EU/UK Retention Holder and BSPRT Holder;


 






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(xiii)            to
make any amendments necessary to effect a change in the Issuer’s jurisdiction of incorporation (whether by merger, reincorporation,
transfer of assets or otherwise);


 


(xiv)            to
modify, eliminate or add to any of the provisions of this Indenture in the event the Credit Risk Retention Rules, the EU
Securitization Laws or the UK Securitization Laws, as applicable, or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, in order to modify or eliminate the risk retention
requirements in the event of such amendment or repeal; provided that the Trustee has received an opinion of counsel to the
effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules;


 


(xv)            reduce
the minimum denominations required for transfer of the Notes;


 


(xvi)            modify
the provisions of this Indenture with respect to reimbursement of Nonrecoverable Interest Advances if (a) the Collateral Manager
determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such
industry standard and (b) such modification does not adversely affect the status of Issuer for U.S. federal income tax purposes,
as evidenced by an Opinion of Counsel;


 


(xvii)            modify
the procedures set forth in this Indenture relating to compliance with Rule 17g-5 of the Exchange Act; provided that the change
would not materially increase the obligations of the Collateral Manager, the Note Administrator, Trustee, any paying agent, the Servicer
or the Special Servicer (in each case, without such party’s consent) and would not adversely affect in any material respect the
interests of any Noteholder or Holder of the Preferred Shares; provided, further, that the Collateral Manager must provide
a copy of any such amendment to the 17g-5 Information Provider for posting to the Rule 17g-5 Website and provide notice of any such
amendment to the Rating Agencies;


 


(xviii)            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


 


(xix)            make
any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the party requesting
the supplemental indenture represents that it believes the required action will not adversely affect in any material respect the interests
of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of
the Collateral Manager.


 






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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,
Custodian 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, Custodian and Trustee shall not
be obligated to enter into any such supplemental indenture which affects the Note Administrator’s, the Custodian’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 and without satisfaction of the Rating Agency Condition:


 


(i)            The
Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, the Trustee, the Advancing Agent and the Note Administrator,
may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee and the Note Administrator, for any of
the following purposes:


 


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


 


(2)            to
correct any defect or ambiguity in this Indenture in order to address any manifest error, omission or mistake in any provision of this
Indenture;


 


(3)            to
conform this Indenture to any Rating Agency Test Modification; and


 


(4)            to
provide for the Notes of each Class to bear interest based on the applicable Benchmark Replacement from and after the related Benchmark
Replacement Date and/or at the direction of the Collateral Manager, to make Benchmark Replacement Conforming Changes.


 






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Section 8.2     Supplemental
Indentures with Consent of Securityholders. Except as set forth below, the Note Administrator, the Trustee, the Advancing Agent
and the Co-Issuers may enter into one or more indentures supplemental hereto to add any provisions to, or change in any manner
or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of any Class of Notes
or the Preferred Shares under this Indenture only (x) with the written consent of the Holders of at least a Majority in
Aggregate Outstanding Amount of the Notes of each Class materially and adversely affected thereby (excluding any Notes owned by
the Collateral Manager or any of its Affiliates) and the Holder of the Preferred Shares if materially and adversely affected
thereby, by Act of said Securityholders delivered to the Trustee, the Note Administrator, the Advancing Agent and the
Co-Issuers, and (y) subject to satisfaction of the Rating Agency Condition, notice of which may be in electronic form. The
Note Administrator shall provide (x) fifteen (15) Business Days’ notice of such change to the Holders of each
Class of Notes and the Holder of the Preferred Shares, requesting notification by such Noteholders and Holders of the Preferred
Shares if any such Noteholders or Holders of the Preferred Shares would be materially and adversely affected by the proposed
supplemental indenture and (y) following such initial fifteen (15) Business Day period, the Note Administrator shall provide an
additional fifteen (15) Business Days’ notice to any holder of Notes or Preferred Shares that did not respond to the initial
notice. A copy of such notification and the proposed supplemental indenture will be posted on the Note Administrator’s
Website, and the Note Administrator will be required to include in the next Monthly Report a statement indicating such notice was
posted to the Note Administrator’s Website. Unless the Note Administrator is notified (after giving such initial
fifteen (15) Business Days’ notice and a second fifteen (15) Business Days’ notice, as applicable) by a Holder of the
Notes of any Class that such Class of Notes or a Majority of Preferred Shareholders will be materially and adversely
affected by the proposed supplemental indenture (and upon receipt of an Officer’s Certificate of the Collateral Manager), the
interests of such Class and the interests of the Preferred Shares will be deemed not to be materially and adversely affected by
such proposed supplemental indenture and the Trustee will be permitted to enter into such supplemental indenture. Such
determinations shall be conclusive and binding on all present and future Noteholders. The consent of the Holders of the Preferred
Shares shall be binding on all present and future Holders of the Preferred Shares.


 


Without the affirmative consent
of (x) all of the Holders of each Outstanding Class of Notes and (y) all of the Holders of the Preferred Shares, no supplemental
indenture may:


 


(a)            change
the Stated Maturity Date of the principal of or the due date of any installment of interest on any Note, reduce the principal amount thereof
or the Note Interest Rate thereon or the Redemption Price with respect to any Note, change the date of any scheduled distribution on the
Preferred Shares, or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option
of the Issuer, change the provisions of this Indenture that apply proceeds of any Collateral to the payment of principal of or interest
on Notes or of distributions to the Preferred Share Paying Agent for the payment of distributions in respect of the Preferred Shares or
change any place where, or the coin or currency in which, any Note or the principal thereof or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity Date thereof (or, in the case of redemption,
on or after the applicable Redemption Date);


 


(b)            reduce
the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class or the Notional Amount of Preferred Shares whose
Holders’ consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain
provisions of this Indenture or certain Defaults hereunder or their consequences provided for in this Indenture;


 


(c)            impair
or adversely affect the Collateral except as otherwise permitted in this Indenture;


 


(d)            permit
the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or
terminate such lien on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien
of this Indenture;


 






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(e)            reduce
the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class whose Holders’ consent is required to
request the Trustee to preserve the Collateral or rescind any election to preserve the Collateral pursuant to Section 5.5
or to sell or liquidate the Collateral pursuant to Section 5.4 or 5.5 hereof;


 


(f)            modify
any of the provisions of this Section 8.2, except to increase any percentage of Outstanding Notes whose holders’ consent
is required for any such action or to provide that other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Note affected thereby;


 


(g)            modify
the definition of the term “Eligibility Criteria,” “Outstanding,” “Reinvestment Period” or the provisions
of Section 11.1(a) or 13.1 hereof;


 


(h)            modify
any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest on or principal
of any Note on any Payment Date or of distributions to the Preferred Share Paying Agent for the payment of distributions in respect of
the Preferred Shares on any Payment Date (or any other date) or to affect the rights of the Holders of Securities to the benefit of any
provisions for the redemption of such Securities contained herein;


 


(i)            reduce
the permitted minimum denominations of the Notes below the minimum denomination necessary to maintain an exemption from the registration
requirements of the Securities Act or the 1940 Act; or


 


(j)            modify
any provisions regarding non- recourse or non-petition covenants with respect to the Issuer and the Co-Issuer.


 


The Trustee and Note Administrator
shall be entitled to rely upon an Officer’s Certificate of the Issuer (or the Collateral Manager on its behalf) in determining whether
or not the Holders of Securities would be materially or adversely affected by such change (after giving notice of such change to the Holders
of Securities). Such determination shall be conclusive and binding on all present and future Holders of Securities. Neither the Trustee
nor the Note Administrator shall be liable for any such determination made in good faith.


 


Section 8.3     Execution
of Supplemental Indentures. In executing or accepting (i) the additional trusts created by any supplemental indenture permitted
by this ARTICLE 8 or the modifications thereby of the trusts created by this Indenture or (ii) any amendment to the Servicing
Agreement, the Note Administrator and Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture or amendment is authorized or permitted by this Indenture and, if applicable,
the Servicing Agreement, and that all conditions precedent thereto have been satisfied (which Opinion of Counsel may rely upon an Officer’s
Certificate as to whether or not the Securityholder would be materially and adversely affected by such supplemental indenture or amendment).
The Note Administrator and Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment which affects
its own rights, duties or immunities under this Indenture or otherwise.


 






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The
Servicer and Special Servicer will be bound to follow any amendment or supplement to this Indenture of which it has received written
notice at least ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however,
that with respect to any amendment or supplement to this Indenture which may, in the judgment of the Servicer or Special Servicer
adversely affect the Servicer or Special Servicer, the Servicer or Special Servicer, as applicable, shall not be bound (and the
Issuer agrees that it will not permit any such amendment to become effective) unless the Servicer or Special Servicer, as
applicable, gives written consent to the Note Administrator, the Trustee and the Issuer to such amendment. The Issuer, the Trustee
and the Note Administrator shall give written notice to the Servicer and Special Servicer of any amendment made to this Indenture
pursuant to its terms. In addition, the Servicer or Special Servicer’s written consent shall be required prior to any
amendment to this Indenture by which it is adversely affected.


 


The
Collateral Manager will be bound to follow any amendment or supplement to this Indenture of which it has received written notice at least
ten (10) Business Days prior to the execution and delivery of such amendment or supplement; provided, however,
that with respect to any amendment or supplement to this Indenture which may, in the judgment of the Collateral Manager adversely affect
the Collateral Manager, the Collateral Manager, as applicable, shall not be bound (and the Issuer agrees that it will not permit any such
amendment to become effective) unless the Collateral Manager, as applicable, gives written consent to the Note Administrator, the Trustee
and the Issuer to such amendment. The Issuer, the Trustee and the Note Administrator shall give written notice to the Collateral Manager
of any amendment made to this Indenture pursuant to its terms. In addition, the Collateral Manager’s written consent shall be required
prior to any amendment to this Indenture by which it is adversely affected.


 


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 unless the Trustee and the Note Administrator have received a No Entity-Level Tax Opinion from Cadwalader,
Wickersham & Taft LLP or other nationally recognized U.S. tax counsel experienced in such matters. The Trustee and the Note Administrator
shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic
form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Opinion of Counsel forwarded to the Trustee and
Note Administrator certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the
Preferred Shares, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination
shall be conclusive and binding on all present and future Holders of Securities. Neither the Trustee nor the Note Administrator shall
be liable for any such determination made in good faith and in reliance upon such Opinion of Counsel, as the case may be.


 






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It shall not be necessary for
any Act of Securityholders under this Section 8.3 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.


 


Promptly after the execution
by the Issuer, the Co-Issuer, the Note Administrator and the Trustee of any supplemental indenture pursuant to this Section 8.3,
the Note Administrator, at the expense of the Issuer, shall mail to the Securityholders, the Preferred Share Paying Agent, the Servicer,
the Special Servicer and, so long as the Notes are Outstanding and so rated, the Rating Agencies a copy thereof based on an outstanding
rating. Any failure of the Trustee and the Note Administrator to publish or mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.


 


Section 8.4     Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article 8, this Indenture shall
be modified in accordance therewith, such supplemental indenture shall form a part of this Indenture for all purposes and every Holder
of Notes theretofore and thereafter authenticated and delivered hereunder, and every Holder of Preferred Shares, shall be bound thereby.


 


Section 8.5     Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article 8 may, and if required by the Note Administrator shall, bear a notice in form approved by the Note Administrator
as to any matter provided for in such supplemental indenture. If the Issuer and the Co-Issuer, with respect to the Offered Notes,
or the Issuer, with respect to the Class F Notes, the Class G Notes and the Class H Notes, shall so determine, new Notes,
so modified as to conform in the opinion of the Note Administrator and the Issuer and the Co-Issuer to any such supplemental indenture,
may be prepared and executed by the Issuer and the Co-Issuer and authenticated and delivered by the Note Administrator in exchange
for Outstanding Notes. Notwithstanding the foregoing, any Note authenticated and delivered hereunder shall be subject to the terms and
provisions of this Indenture, and any supplemental indenture.


 


ARTICLE 9


 


REDEMPTION
OF SECURITIES; REDEMPTION PROCEDURES


 


Section 9.1     Clean-up
Call; Tax Redemption; Optional Redemption; and Auction Call Redemption. (a)  The Notes shall be redeemable by the Issuer
and the Co-Issuer, as applicable, in whole but not in part, at the option of and upon written notice by the Collateral Manager (which
shall be delivered in accordance with Section 9.3(a)), on any Payment Date on or after the Payment Date on which the Aggregate
Outstanding Amount of the Offered Notes has been reduced to 10% or less of the Aggregate Outstanding Amount of the Offered Notes on the
Closing Date at a price equal to their applicable Redemption Prices (such redemption, a “Clean-up Call”); provided
that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price.


 


(b)            The
Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the option of and upon
written notice by a Majority of Preferred Shareholders (which shall be delivered in accordance with Section 9.3(a)), on
any Payment Date following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to their
applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that the funds
available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 






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(c)            The
Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at option of and upon written
notice by a Majority of the Preferred Shareholders (which shall be delivered in accordance with Section 9.3(a)), on any Payment
Date after the end of the Non-call Period at a price equal to their applicable Redemption Prices (such redemption, an “Optional
Redemption”); provided, however, that the funds available to be used for such Optional Redemption will be sufficient
to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Collateral Interest
to any Affiliate other than BSPRT Holder in connection with an Optional Redemption.


 


(d)            The
Notes and the Preferred Shares shall be redeemable by the Issuer and Co-Issuer, as applicable, in whole but not in part, at a price
equal to their applicable Redemption Prices, on any Payment Date occurring in January, April, July or October in each year,
beginning on the Payment Date occurring in February 2030, upon the occurrence of a Successful Auction and pursuant to the procedures
set forth in the Servicing Agreement (such redemption, an “Auction Call Redemption”).


 


(e)            In
connection with any redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c), if the holder of the Preferred
Shares and/or one or more affiliates thereof own any Notes, such holder(s) may elect to include such Notes as part of the consideration
for such redemption and the Total Redemption Price shall be reduced by the outstanding principal balance of such Notes (plus the interest
accrued thereon). If such holder(s) own less than 100% of the Notes of any such Class, the Note Administrator shall cooperate with
such holder(s) in order to effect such redemption (including, if necessary, converting such Notes into definitive form).


 


(f)            A
redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless at least three (3) Business
Days prior to the scheduled Redemption Date, the Collateral Manager certifies to the Trustee and the Note Administrator that:


 


(i)            the
Collateral Manager, on behalf of the Issuer, has entered into a binding commitment or agreement (which may be an agreement with an affiliate
of the Collateral Manager or an entity manager by the Collateral Manager) to sell (directly, by participation or other arrangement) all
or part of the Collateral not later than the Business Day immediately preceding the scheduled Redemption Date or FBRT (or an Affiliate
or agent thereof) has priced but not yet closed another securitization transaction;


 


(ii)            the
related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the
Collateral Interests, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Accounts and available
Cash), will be an aggregate amount sufficient to pay the Total Redemption Price; and


 






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(iii)            all
of the other conditions for such redemption, as applicable, have been satisfied.


 


(g)            In
connection with an Optional Redemption, a Clean-Up Call, an Auction Call Redemption or a Tax Redemption, the Collateral Manager, on behalf
of the Issuer, and acting pursuant to the Collateral Management Agreement, may at any time direct the Trustee in writing by Issuer Order
to sell, and the Trustee shall sell in the manner directed by the Collateral Manager, any Collateral Interest without regard to any of
the limitations in Section 12.1(a). Upon any such sale, the Trustee shall release any such Collateral Interest pursuant to
Section 10.12.


 


Section 9.2     Record
Date for Redemption. In connection with a Clean-up Call pursuant to Section 9.1(a), a Tax Redemption pursuant to Section 9.1(b),
an Optional Redemption pursuant to Section 9.1(c), or an Auction Call Redemption pursuant to Section 9.1(d), the
Note Administrator shall set the applicable Record Date ten (10) Business Days prior to the proposed Redemption Date.


 


Section 9.3     Notice
of Redemption or Maturity. (a)  Notice of redemption (or a withdrawal thereof) or Clean-up Call pursuant to Section 9.1
or the Maturity of any Notes shall be given by first class mail, postage prepaid, mailed not less than ten (10) Business Days (or
one (1) Business Day (or promptly thereafter upon receipt of written notice, if later) where the notice of an Optional Redemption,
a Clean-up Call or a Tax Redemption is withdrawn pursuant to Section 9.3(c)) prior to the applicable Redemption Date or Maturity,
to the Trustee, the Servicer, the Special Servicer, the Preferred Share Paying Agent, the Rating Agencies, and each Holder of Securities
to be redeemed, at its address in the Notes Register.


 


All notices of redemption shall
state:


 


(i)            the
applicable Redemption Date;


 


(ii)            the
applicable Redemption Price;


 


(iii)            that
all the Notes are being paid in full and that interest on the Notes shall cease to accrue on the Redemption Date specified in the notice;
and


 


(iv)            the
place or places where any Notes held as Definitive Notes to be redeemed in whole are to be surrendered for payment of the Redemption Price
which shall be the office or agency of the Paying Agent as provided in Section 7.2.


 


(b)            Notice
of redemption shall be given by the Issuer and Co-Issuer, or at their request, by the Note Administrator in their names, and at the
expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect
the validity of the redemption of any other Notes.


 


(c)            Any
such notice of an Optional Redemption, Clean-up Call or Tax Redemption may be withdrawn by the Issuer and the Co-Issuer at the
direction of the Collateral Manager up to the Business Day prior to the scheduled Redemption Date by written notice to the Note
Administrator, the Trustee, the Preferred Share Paying Agent, the Servicer, the Special Servicer and each Holder of Notes to be
redeemed, and the Collateral Manager. The failure of any Optional Redemption, Clean-up Call or Tax Redemption that is
withdrawn in accordance with this Indenture shall not constitute an Event of Default.


 






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(d)            The
Redemption Price shall be determined no earlier than sixty (60) days prior to the proposed Redemption Date.


 


Section 9.4     Notes
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from and after the Redemption Date (unless the Issuer shall
Default in the payment of the Redemption Price and accrued interest thereon) the Notes shall cease to bear interest on the Redemption
Date. Upon final payment on a Note to be redeemed, the Holder shall present and surrender such Note at the place specified in the notice
of redemption on or prior to such Redemption Date; provided, however, that if there is delivered to the Issuer, the Co-Issuer,
the Note Administrator and the Trustee such security or indemnity as may be required by them to hold each of them harmless and an undertaking
thereafter to surrender such Note, then, in the absence of notice to the Issuer, the Note Administrator and the Trustee that the applicable
Note has been acquired by a bona fide purchaser, such final payment shall be made without presentation or surrender. Payments of
interest on Notes of a Class to be so redeemed whose Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Record Date according to
the terms and provisions of Section 2.7(g).


 


If any Note called for redemption
shall not be paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the Redemption Date
at the applicable Note Interest Rate for each successive Interest Accrual Period the Note remains Outstanding.


 


Section 9.5     Mandatory
Redemption. On any Payment Date on which the Note Protection Tests are not satisfied as of any Determination Date, the Offered Notes
shall be redeemed (a “Mandatory Redemption”), from Interest Proceeds as set forth in Section 11.1(a)(i)(14)
in an amount necessary, and only to the extent necessary, for the Note Protection Tests to be satisfied or if sooner, until the Offered
Notes have been paid in full. On or promptly after such Mandatory Redemption, the Issuer shall certify or cause to be certified to the
Rating Agencies and the Note Administrator whether the Note Protection Tests have been satisfied.


 


ARTICLE 10


 


ACCOUNTS,
ACCOUNTINGS AND RELEASES


 


Section 10.1     Collection
of Amounts; Custodial Account. (a) Except as otherwise expressly provided herein, the Note Administrator may demand payment
or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other
intermediary, all amounts and other property payable to or receivable by the Note Administrator pursuant to this Indenture,
including all payments due on the Collateral in accordance with the terms and conditions of such Collateral. The Note Administrator
shall segregate and hold all such amounts and property received by it in an Eligible Account in trust for the Secured
Parties, and shall apply such amounts as provided in this Indenture. Any Indenture Account may include any number of subaccounts
deemed necessary or appropriate by the Note Administrator for convenience in administering such account.


 






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(b)            The
Note Administrator shall credit all Commercial Real Estate Loans and Eligible Investments to an Eligible Account in the name of the Issuer
for the benefit of the Secured Parties designated as the “Custodial Account.”


 


Section 10.2     Reinvestment
Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish with the Securities Intermediary a single,
segregated account which shall be designated as the “Reinvestment Account,” which shall be held in trust in the name
of the Note Administrator for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive control and
the sole right of withdrawal; provided, however, that the Note Administrator shall only withdraw such amounts as directed
by the Issuer or the Collateral Manager on behalf of the Issuer. All amounts credited to the Reinvestment Account pursuant to Section 11.1(a)(ii) of
this Indenture or otherwise shall be held by the Note Administrator as part of the Collateral and shall be applied to the purposes herein
provided.


 


(b)            The
Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Reinvestment Account
or any funds on deposit therein, or otherwise to the credit of the Reinvestment Account, becomes subject to any writ, order, judgment,
warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Reinvestment
Account other than in accordance with the Priority of Payments. The Reinvestment Account shall remain at all times an Eligible Account.


 


(c)            The
Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note Administrator shall,
invest all funds in the Reinvestment Account in Eligible Investments designated by the Collateral Manager. All interest and other income
from such investments shall be deposited in the Reinvestment Account, any gain realized from such investments shall be credited to the
Reinvestment Account, and any loss resulting from such investments shall be charged to the Reinvestment Account. The Note Administrator
shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency
of such Reinvestment Account resulting from any loss relating to any such investment, except with respect to investments in obligations
of the Note Administrator or any Affiliate thereof. If the Note Administrator does not receive written investment instructions from an
Authorized Officer of the Collateral Manager, funds in the Reinvestment Account shall be held uninvested.


 


(d)            Amounts
in the Reinvestment Account shall remain in the Reinvestment Account (or invested in Eligible Investments) until the earlier of
(i) the time the Collateral Manager instructs the Note Administrator in writing to transfer any such amounts (or related
Eligible Investments) to the Payment Account, (ii) the time the Collateral Manager notifies the Note Administrator in writing
that such amounts (or related Eligible Investments) are to be applied to the acquisition of Reinvestment Collateral Interests in
accordance with Section 12.2(a) and (iii) the later of (x) the first Business Day after the last
day of the Reinvestment Period and (y) if after the last day of the Reinvestment Period, the last settlement date within
60 days of the last day of the Reinvestment Period with respect to the last Reinvestment Collateral Interest that the Issuer
has entered into an irrevocable commitment to purchase. Upon receipt of notice pursuant to clause (i) above and on the
date described in clause (iii) above, the Note Administrator shall transfer the applicable amounts (or related Eligible
Investments) to the Payment Account, in each case for application on the next Payment Date pursuant to Section 11.1(a)(ii) as
Principal Proceeds.


 






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(e)            During
the Reinvestment Period (and up to 60 days thereafter to the extent necessary to acquire Reinvestment Collateral Interests pursuant
to binding commitments entered into during the Reinvestment Period using Principal Proceeds received during or after the Reinvestment
Period), the Collateral Manager on behalf of the Issuer may by notice to the Note Administrator direct the Note Administrator to, and
upon receipt of such notice the Note Administrator shall, reinvest amounts (and related Eligible Investments) credited to the Reinvestment
Account in Commercial Real Estate Loans and Participations selected by the Collateral Manager as permitted under and in accordance with
the requirements of Article 12 and such notice. The Note Administrator shall be entitled to conclusively rely on such notice
and shall not be required to make any determination as to whether any loans or participations satisfy the Eligibility Criteria or the
Acquisition Criteria.


 


(f)            During
the Reinvestment Period, upon certification by the Collateral Manager to the Servicer and the Note Administrator that (i) the Note
Protection Tests were satisfied as of the immediately preceding Payment Date and (ii) the Collateral Manager reasonably expects the
Note Protection Tests to be satisfied on the immediately succeeding Payment Date, the Collateral Manager may direct the Note Administrator
to deposit into the Reinvestment Account any Unscheduled Principal Proceeds remitted by the Servicer to the Note Administrator prior to
the Remittance Date (as permitted under Section 3.03(b) of the Servicing Agreement) for the acquisition of Reinvestment Collateral
Interests.


 


Section 10.3     Payment
Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish with the Securities Intermediary a
segregated account (which may be bifurcated into separate accounts for interest and principal designated as “Interest Payment
Account” and “Principal Payment Account”) (the “Payment Account”), which shall be held in trust
in the name of the Note Administrator for the benefit of the Secured Parties and over which the Note Administrator shall have
exclusive control and the sole right of withdrawal. All funds received by the Note Administrator from the Servicer on each
Remittance Date shall be credited to the Payment Account. Any and all funds at any time on deposit in, or otherwise to the credit
of, the Payment Account shall be held in trust by the Note Administrator, on behalf of the Trustee for the benefit of the Secured
Parties. Except as provided in Sections 11.1 and 11.2, the only permitted withdrawal from or application of funds
on deposit in, or otherwise to the credit of, the Payment Account shall be (i) to pay the interest on and the principal of the
Notes and make other payments in respect of the Notes in accordance with their terms and the provisions of this Indenture,
(ii) to deposit into the Preferred Share Distribution Account for distributions to the Preferred Shareholders, (iii) upon
Issuer Order, to pay other amounts specified therein, and (iv) otherwise to pay amounts payable pursuant to and in
accordance with the terms of this Indenture, each in accordance with the Priority of Payments.


 


(b)            The
Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Payment Account or
any funds on deposit therein, or otherwise to the credit of the Payment Account, becomes subject to any writ, order, judgment, warrant
of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Payment Account other
than in accordance with the Priority of Payments. The Payment Account shall remain at all times an Eligible Account.


 






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Section 10.4     Unused
Proceeds Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish with the Securities Intermediary
a single, segregated account which shall be designated as the “Unused Proceeds Account” which shall be held in trust
in the name of the Note Administrator for the benefit of the Secured Parties, into which the amount specified in Section 3.2(f) shall
be deposited. All amounts credited from time to time to the Unused Proceeds Account pursuant to this Indenture shall be held by the Note
Administrator as part of the Collateral and shall be applied to the purposes herein provided.


 


(b)            The
Note Administrator agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit
therein, or otherwise to the credit of the Unused Proceeds Account, becomes subject to any writ, order, judgment, warrant of attachment,
execution or similar process. The Unused Proceeds Account shall remain at all times with the Securities Intermediary or be established
at another financial institution and shall at all times be an Eligible Account.


 


(c)            Amounts
remaining in the Unused Proceeds Account at the end of the Ramp-Up Acquisition Period will be transferred to the Payment Account and applied
as Principal Proceeds on the first Payment Date after the Ramp-Up Completion Date in accordance with the Priority of Payments.


 


(d)            During
the Ramp-Up Acquisition Period, the Issuer (or the Collateral Manager on behalf of the Issuer) may by Issuer Order or trade confirmation
direct the Note Administrator to, and upon receipt of such Issuer Order or trade confirmation the Note Administrator shall, apply amounts
on deposit in the Unused Proceeds Account to acquire Ramp-Up Collateral Interests selected by the Collateral Manager as permitted
under and in accordance with the requirements of Section 7.18 and such Issuer Order or trade confirmation.


 


(e)            To
the extent not applied pursuant to Section 7.18, the Collateral Manager, on behalf of the Issuer, may direct the Note
Administrator to, and upon such direction the Note Administrator shall, invest all funds in the Unused Proceeds Account in Eligible
Investments designated by the Collateral Manager. All interest and other income from such investments shall be deposited in the
Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss
resulting from such investments shall be charged to the Unused Proceeds Account. The Note Administrator shall not in any way be held
liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds
Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the
Note Administrator or any Affiliate thereof. If the Note Administrator does not receive investment instructions from an Authorized
Officer of the Collateral Manager, funds received in the Unused Proceeds Account shall be held uninvested.


 






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Section 10.5     Expense
Reserve Account. (a) The Note Administrator shall, on or prior to the Closing Date, establish with the Securities Intermediary
a single, segregated account which shall be designated as the “Expense Reserve Account,” which shall be held in trust
in the name of the Note Administrator for the benefit of the Secured Parties and over which the Note Administrator shall have exclusive
control and the sole right of withdrawal. The only permitted withdrawal from or application of funds on deposit in, or otherwise standing
to the credit of, the Expense Reserve Account shall be to pay (on any day other than a Payment Date), accrued and unpaid Company Administrative
Expenses (other than accrued and unpaid expenses and indemnities payable to the Collateral Manager under the Collateral Management Agreement);
provided that the Note Administrator shall be entitled (but not required) without liability on its part, to refrain from making
any such payment of a Company Administrative Expense on any day other than a Payment Date if, in its reasonable determination, taking
into account the Priority of Payments, the payment of such amounts is likely to leave insufficient funds available to pay in full each
of the items payable prior thereto in the Priority of Payments on the next succeeding Payment Date. Amounts credited to the Expense Reserve
Account may be applied on or prior to the Determination Date preceding the first Payment Date to pay amounts due in connection with the
offering of the Notes. On or after the first Payment Date, any amount remaining in the Expense Reserve Account may, at the election of
the Collateral Manager, be designated as Interest Proceeds. On the date on which all or substantially all of the Issuer’s assets
have been sold or otherwise disposed of, the Issuer by Issuer Order executed by an Authorized Officer of the Collateral Manager shall
direct the Note Administrator to, and upon receipt of such Issuer Order, the Note Administrator shall, transfer all amounts on deposit
in the Expense Reserve Account to the Payment Account for application pursuant to Section 11.1(a)(i) as Interest Proceeds.


 


(b)            On
each Payment Date, the Collateral Manager may designate Interest Proceeds (in an amount not to exceed U.S.$100,000 on such Payment Date)
after application of amounts payable pursuant to clauses (1) through (22) of Section 11.1(a)(i) for deposit
into the Expense Reserve Account.


 


(c)            The
Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Expense Reserve Account
or any funds on deposit therein, or otherwise to the credit of the Expense Reserve Account, becomes subject to any writ, order, judgment,
warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Expense Reserve
Account other than in accordance with the Priority of Payments. The Expense Reserve Account shall remain at all times an Eligible Account.


 


(d)            The
Collateral Manager, on behalf of the Issuer, may direct the Note Administrator to, and upon such direction the Note Administrator
shall, invest all funds in the Expense Reserve Account in Eligible Investments designated by the Collateral Manager. All interest
and other income from such investments shall be deposited in the Expense Reserve Account, any gain realized from such investments
shall be credited to the Expense Reserve Account, and any loss resulting from such investments shall be charged to the Expense
Reserve Account. The Note Administrator shall not in any way be held liable (except as a result of negligence, willful misconduct or
bad faith) by reason of any insufficiency of such Expense Reserve Account resulting from any loss relating to any such investment,
except with respect to investments in obligations of the Note Administrator or any Affiliate thereof. If the Note Administrator does
not receive written investment instructions from an Authorized Officer of the Collateral Manager, funds in the Expense Reserve
Account shall be held uninvested.


 






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Section 10.6     [Reserved]


 


Section 10.7     Interest
Advances. (a) With respect to each Payment Date for which the sum of Interest Proceeds collected during the related Due Period
and remitted to the Note Administrator that are available to pay interest on the Offered Notes in accordance with the Priority of Payments,
are insufficient to remit the interest due and payable with respect to the Offered Notes on such Payment Date as a result of interest
shortfalls on the Collateral Interests (or the application of interest received on the Collateral Interests to pay certain expenses in
accordance with the terms of the Servicing Agreement) (the amount of such insufficiency, an “Interest Shortfall”),
the Note Administrator shall provide the Advancing Agent with email notice of such Interest Shortfall no later than the close of business
on the second (2nd) Business Day preceding such Payment Date, at the following addresses: Crefinance@provequity.com, or such other email
address as provided by the Advancing Agent to the Note Administrator. The Note Administrator shall provide the Advancing Agent with additional
email notice, prior to any funding of an Interest Advance by the Advancing Agent, of any additional interest remittances received by the
Note Administrator after delivery of such initial notice that reduces such Interest Shortfall. No later than 10:00 a.m. (New
York time) on the Business Day preceding the related Payment Date, the Advancing Agent shall advance the difference between such amounts
(each such advance, an “Interest Advance”) by deposit of an amount equal to such Interest Advance in the Payment Account,
subject to a determination of recoverability by the Advancing Agent as described in Section 10.7(b), and subject to a maximum
limit in respect of any Payment Date equal to the lesser of (i) the amount of the Interest Shortfall that would otherwise occur on
the Offered Notes on such Payment Date and (ii) the aggregate amount of the interest payments not received in respect of Collateral
Interests with respect to such Payment Date (including, for such purpose, interest payments received on the Collateral Interests but applied
to pay certain expenses in accordance with the terms of the Servicing Agreement).


 


Notwithstanding the
foregoing, in no circumstance will the Advancing Agent be required to make an Interest Advance in respect of a Collateral Interest
to the extent that the aggregate outstanding amount of all unreimbursed Interest Advances would exceed the Aggregate Outstanding
Amount of the Class A Notes, the Class A-S Notes and the Class B Notes. In addition, in no event will the Advancing
Agent or Backup Advancing Agent be required to advance any payments in respect of principal of any Collateral Interest. Any Interest
Advance made by the Advancing Agent with respect to a Payment Date that is in excess of the actual Interest Shortfall for such
Payment Date shall be refunded to the Advancing Agent by the Note Administrator on the related Payment Date (or, if such Interest
Advance is made prior to final determination by the Note Administrator of such Interest Shortfall, on the Business Day of such final
determination).


 


The Advancing Agent shall provide
the Note Administrator written notice of a determination by the Advancing Agent that a proposed Interest Advance would constitute a Nonrecoverable
Interest Advance no later than 10:00 a.m. (New York time) on the Business Day preceding the related Payment Date. If the Advancing
Agent shall fail to make any required Interest Advance by 10:00 a.m. (New York time) on the Business Day preceding the Payment
Date upon which distributions are to be made pursuant to Section 11.1(a)(i), the Collateral Manager shall remove the Advancing
Agent in its capacity as advancing agent hereunder as required under Section 17.5(d) and the Backup Advancing Agent shall
be required to make such Interest Advance no later than 11:00 a.m. (New York time) on the Business Day preceding the Payment
Date, subject to a determination of recoverability by the Backup Advancing Agent as described in Section 10.7(b). Based upon
available information at the time, the Backup Advancing Agent or the Advancing Agent or the Collateral Manager, as applicable, will provide
fifteen (15) days prior notice to the Rating Agencies if recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall
on the next succeeding Payment Date. No later than the close of business on the Determination Date related to a Payment Date on which
the recovery of a Nonrecoverable Interest Advance would result in an Interest Shortfall, the Special Servicer will provide the Rating
Agencies notice of such recovery.


 






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(b)            Notwithstanding
anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required to make
any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest Advance, or such
proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will not be a Nonrecoverable Interest
Advance. In determining whether any proposed Interest Advance will be, or whether any Interest Advance previously made is, a Nonrecoverable
Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will take into account:


 


(i)            amounts
that may be realized on each Mortgaged Property in its “as is” or then-current condition and occupancy;


 


(ii)            the
potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to such reimbursement;
and


 


(iii)            the
possibility and effects of future adverse changes with respect to the Mortgaged Properties, and


 


(iv)            the
fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Notes.


 


For purposes of any such
determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest Advance
will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that future
Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus interest
thereon at the Reimbursement Rate within a reasonable period of time. The Backup Advancing Agent will be entitled to conclusively
rely on any affirmative determination by the Advancing Agent that an Interest Advance would have been a Nonrecoverable Interest
Advance. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the
nonrecoverability of any Interest Advance shall be conclusive and binding on the Holders of the Offered Notes.


 






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(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 or the Backup Advancing Agent, as the case may be, 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 Collateral Interests will
continue through the Stated Maturity Date, unless the Notes are previously redeemed or repaid in full.


 


(f)            In
no event will the Advancing Agent, in its capacity as such hereunder, or the Note Administrator, in its capacity as Backup Advancing
Agent hereunder, be required to advance any amounts in respect of payments of principal of any Collateral Interest.


 


(g)            In
consideration of the performance of its obligations hereunder, the Advancing Agent shall be entitled to receive, at the times set forth
herein and subject to the Priority of Payments, to the extent funds are available therefor, the Advancing Agent Fee. For so long as BSPRT
Operating Partnership (or any of its Affiliates) (i) is the Advancing Agent and (ii)  owns the Preferred Shares, BSPRT Operating
Partnership hereby agrees, on behalf of itself and its affiliates, to waive its rights to receive the Advancing Agent Fee and any Reimbursement
Interest. If the Advancing Agent fails to make an Interest Advance required by this Indenture with respect to a Payment Date, (x) the
Advancing Agent shall be in default of its obligations under this Indenture, (y) the Backup Advancing Agent shall be required to
make such Interest Advance and shall be entitled to receive, in consideration thereof, the Advancing Agent Fee in accordance with the
Priority of Payments and (z) the Trustee may and, at the direct of a majority of the Controlling Class, will be required to, terminate
the Advancing Agent and use commercially reasonable efforts for up to 90 days following such termination to replace the Advancing Agent
with a successor advancing agent that satisfies the requirements set forth in this Indenture. If the Advancing Agent is terminated for
failing to make an Interest Advance hereunder (as provided in Section 17.5(d)) (or for failing to make a Servicing Advance
under the Servicing Agreement) that the Advancing Agent did not determine to be nonrecoverable, any applicable subsequent successor advancing
agent will be entitled to receive the Advancing Agent Fee (plus Reimbursement Interest on any Interest Advance made by the applicable
subsequent successor advancing agent).


 


(h)            The
determination by the Advancing Agent or the Backup Advancing Agent (in its capacity as successor Advancing Agent), as applicable, (i) that
it has made a Nonrecoverable Interest Advance (together with Reimbursement Interest thereon) or (ii) that any proposed Interest
Advance, if made, would constitute a Nonrecoverable Interest Advance, shall be evidenced by an Officer’s Certificate delivered
promptly to the Trustee, the Note Administrator, the Issuer and the Rating Agencies, setting forth the basis for such determination;
provided that failure to give such notice, or any defect therein, shall not impair or affect the validity of, or the Advancing
Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest Advance.


 






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Section 10.8     Reports
by Parties. The Note Administrator shall supply, in a timely fashion, to the Issuer, the Trustee, the Special Servicer and the Collateral
Manager any information regularly maintained by the Note Administrator that the Issuer, the Trustee, the Special Servicer, the Servicer
or the Collateral Manager may from time to time request in writing with respect to the Collateral or the Indenture Accounts and provide
any other information reasonably available to the Note Administrator by reason of its acting as Note Administrator hereunder and required
to be provided by Section 10.9 or to permit the Collateral Manager to perform its obligations under the Collateral Management
Agreement. The Note Administrator shall forward to the Collateral Manager copies of notices and other writings received by it from the
borrower with respect to any Collateral Interest advising the holders of such Collateral Interest of any rights that the holders might
have with respect thereto as well as all periodic financial reports received from such borrower with respect to such borrower. Each of
the Issuer, the Servicer, and the Special Servicer shall promptly forward to the Collateral Manager, the Trustee and the Note Administrator
any information in their possession or reasonably available to them concerning any of the Collateral that the Trustee or the Note Administrator
reasonably may request or that reasonably may be necessary to enable the Note Administrator to prepare any report or to enable the Trustee
or the Note Administrator to perform any duty or function on its part to be performed under the terms of this Indenture.


 


Section 10.9     Reports;
Accountings. (a) Based on the CREFC® Loan Periodic Update File prepared by the Servicer and delivered by the
Servicer to the Note Administrator no later than 2:00 p.m. (Eastern Time) on the 2nd Business Day prior to each Payment Date,
commencing with the second Payment Date, the Note Administrator shall prepare and make available on its website initially located at
https://pivot.usbank.com (or, upon written request from registered Holders of the Notes or from those parties that cannot receive such
statement electronically, provide by first class mail), on each Payment Date to Privileged Persons, a report substantially in the form
of Exhibit Q hereto (the “Monthly Report”), setting forth the following information:


 


(i)            the
amount of the distribution of principal and interest on such Payment Date to the Noteholders and any reduction of the Aggregate Outstanding
Amount of the Notes;


 


(ii)            the
aggregate amount of compensation paid to the Note Administrator, the Trustee and servicing compensation paid to the Servicer during the
related Due Period;


 


(iii)            the
Aggregate Outstanding Portfolio Balance outstanding immediately before and immediately after the Payment Date;


 


(iv)            the
number, Aggregate Outstanding Portfolio Balance, weighted average remaining term to maturity and weighted average interest rate of the
Collateral Interests as of the end of the related Due Period;


 






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(v)            the
number and aggregate principal balance of Collateral Interests that are (A) delinquent 30-59 days, (B) delinquent 60-89 days,
(C) delinquent 90 days or more and (D) current but Specially Serviced Loans or in foreclosure but not an REO Property;


 


(vi)            the
value of any REO Property owned by the Issuer or any Permitted Subsidiary as of the end of the related Due Period, on an individual Collateral
Interest basis, based on the most recent appraisal or valuation;


 


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


 


(viii)            the
amount of any Interest Advances made by the Advancing Agent or the Backup Advancing Agent, as applicable;


 


(ix)            the
payments due pursuant to the Priority of Payments with respect to each clause thereof;


 


(x)            the
number and related principal balances of any Collateral Interests that have been (or are related to Mortgage Loans that have been) extended
or modified during the related Due Period on an individual Collateral Interest basis;


 


(xi)            the
amount of any remaining unpaid Interest Shortfalls as of the close of business on the Payment Date;


 


(xii)            a
listing of each Collateral Interest that was the subject of a principal prepayment during the related collection period and the amount
of principal prepayment occurring;


 


(xiii)            the
aggregate unpaid principal balance of the Collateral Interests outstanding as of the close of business on the related Determination Date;


 


(xiv)            with
respect to any Collateral Interest as to which a liquidation occurred during the related Due Period (other than through a payment in
full), (A) the number thereof and (B) the aggregate of all liquidation proceeds which are included in the Payment Account and
other amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions of the
Notes);


 


(xv)            with
respect to any REO Property owned by the Issuer or any Permitted Subsidiary thereof, as to which the Special Servicer determined that
all payments or recoveries with respect to the related property have been ultimately recovered during the related collection period,
(A) the related Collateral Interest and (B) the aggregate of all liquidation proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Securities);


 


(xvi)            the
amount on deposit in each of the Expense Reserve Account and the Unused Proceeds Account;


 






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(xvii)            the
aggregate amount of interest on monthly debt service advances in respect of the Collateral Interests paid to the Advancing Agent and/or
the Backup Advancing Agent since the prior Payment Date;


 


(xviii)            a
listing of each modification, extension or waiver made with respect to each Collateral Interest;


 


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


 


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


 


(xxi)            the
Net Outstanding Portfolio Balance; and


 


(xxii)            confirmation
that the Trustee has received, within the preceding month, a certificate from BSPRT Operating Partnership and BSPRT Holder in accordance
with Section 2(d)(i) of the EU/UK Risk Retention Letter.


 


(b)            The
Note Administrator will post on the Note Administrator’s Website, any report received from the Servicer or Special Servicer detailing
any breach of the representations and warranties with respect to any Collateral Interest by the Seller or any of its affiliates and the
steps taken by the Seller or any of its affiliates to cure such breach; a listing of any breach of the representations and warranties
with respect to any Collateral Interest by the Seller or any of its affiliates and the steps taken by the Seller or any of its affiliates
to cure such breach.


 


(c)            All
information made available on the Note Administrator’s Website will be restricted and the Note Administrator will only provide
access to such reports to Privileged Persons in accordance with this Indenture. In connection with providing access to its website, the
Note Administrator may require registration and the acceptance of a disclaimer.


 


(d)            Not
more than five (5) Business Days after receiving an Issuer Request requesting information regarding an Auction Call Redemption,
a Clean-up Call, a Tax Redemption, or an Optional Redemption as of a proposed Redemption Date, the Note Administrator shall, subject
to its timely receipt of the necessary information to the extent not in its possession, compute the following information and provide
such information in a statement delivered to the Collateral Manager and the Preferred Share Paying Agent:


 


(i)            the
Aggregate Outstanding Amount of the Notes of the Class or Classes to be redeemed as of such Redemption Date;


 


(ii)            the
amount of accrued interest due on such Notes as of the last day of the Due Period immediately preceding such Redemption Date;


 


(iii)            the
Redemption Price;


 


(iv)            the
sum of all amounts due and unpaid under Section 11.1(a) (other than amounts payable on the Notes being redeemed or to
the Noteholders thereof); and


 






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(v)            the
amounts in the Collection Account and the Indenture Accounts (other than the Preferred Share Distribution Account) that are available
for application to the redemption of such Notes.


 


(e)            No
later than sixty (60) days after the end of each calendar quarter, beginning with the calendar quarter ending on June 30, 2022,
the Collateral Manager shall make reasonable efforts to deliver to the Note Administrator a report containing a Collateral Interest summary
substantially in the form set forth in Annex B to the Offering Memorandum for all Collateral Interests, but only to the extent the
Collateral Manager has received the necessary information to compile such report on a timely basis, with such modifications as the Collateral
Manager shall deem reasonably necessary.


 


(f)            The
Issuer shall cooperate (and cause the Servicer and the Special Servicer to cooperate) with the Note Administrator in connection with
the preparation of each Monthly Report. The Note Administrator shall in no event have any liability for the actions or omissions of the
Servicer or the Special Servicer, and shall have no liability for any inaccuracy or error in a Monthly Report prepared by it that results
from or is caused by inaccurate, untimely or incomplete information or data received by it from the Issuer, the Servicer or the Special
Servicer. The Note Administrator shall not be liable for any failure to perform or delay in performing its specified duties hereunder
which results from or is caused by a failure or delay on the part of the Servicer, the Special Servicer or other Person in furnishing
necessary, timely and accurate information to the Note Administrator. It is expressly understood and agreed that the application and
performance by the Note Administrator of its obligation to prepare the Monthly Report shall, with respect to information relating to
the Mortgage Loans, be based upon, and in reliance upon, data and information provided to it by the Servicer and the Special Servicer.
The Note Administrator shall be permitted to rely upon data and information provided to it by the Servicer and the Special Servicer,
and nothing herein shall impose or imply any duty or obligation on the part of the Note Administrator to verify, investigate or audit
any such information, calculations or data, or to determine or monitor on an independent basis whether any obligor is in default or in
compliance with the documents governing the related Mortgage Loan.


 


Section 10.10     Release
of Collateral Interests; Release of Collateral. (a) If no Event of Default has occurred and is continuing and subject to Article 12
hereof, the Issuer (or the Collateral Manager on its behalf) may direct the Trustee to release a Pledged Collateral Interest from
the lien of this Indenture, by Issuer Order delivered to the Trustee and the Custodian on or prior to the settlement date for any sale
of a Pledged Collateral Interest, which Issuer Order shall be accompanied by a certification of the Collateral Manager (i) that
the Pledged Collateral Interest has been sold pursuant to and in compliance with Article 12 or (ii) in the case of a
redemption pursuant to Section 9.1, that the Pledged Collateral Interest has been sold in compliance with Section 9.1(e),
and, upon receipt of a Request for Release of such Collateral Interest from the Collateral Manager, the Servicer or the Special Servicer,
the Custodian shall deliver any such Pledged Collateral Interest, if in physical form, duly endorsed to the broker or purchaser designated
in such Issuer Order or to the Issuer if so requested in the Issuer Order, or, if such Pledged Collateral Interest is represented by
a Security Entitlement, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as
set forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Collateral Interest in physical form for examination
(prior to receipt of the sales proceeds) in accordance with street delivery custom. The Custodian shall (i) deliver any agreements
and other documents in its possession relating to such Pledged Collateral Interest and (ii) the Trustee, if applicable, duly assign
each such agreement and other document, in each case, to the broker or purchaser designated in such Issuer Order or to the Issuer if
so requested in the Issuer Order.


 






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(b)            The
Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Trustee and Custodian at least three (3) Business
Days prior to the date set for redemption or payment in full of a Pledged Collateral Interest, an Issuer Order certifying that such Pledged
Collateral Interest is being paid in full. Thereafter, the Collateral Manager, the Servicer or the Special Servicer, by delivery of a
Request for Release, may direct the Custodian to deliver such Pledged Collateral Interest and the related Collateral Interest File therefor
on or before the date set for redemption or payment, to the Collateral Manager, the Servicer or the Special Servicer for redemption against
receipt of the applicable redemption price or payment in full thereof.


 


(c)            With
respect to any Collateral Interest subject to a workout or restructuring, the Issuer (or the Collateral Manager on behalf of the Issuer)
may, by Issuer Order delivered to the Trustee and Custodian at least two (2) Business Days prior to the date set for an exchange,
tender or sale, certify that a Collateral Interest is subject to a workout or restructuring and setting forth in reasonable detail the
procedure for response thereto. Thereafter, the Collateral Manager, the Servicer or the Special Servicer may, in accordance with the
terms of, and subject to any required consent and consultation obligations set forth in the Servicing Agreement, direct the Custodian,
by delivery to the Custodian of a Request for Release, to deliver any Collateral to the Collateral Manager, the Servicer or the Special
Servicer in accordance with such Request for Release.


 


(d)            The
Special Servicer shall remit to the Servicer for deposit into the Collection Account any proceeds received by it from the disposition
of a Pledged Collateral Interest and treat such proceeds as Principal Proceeds, for remittance by the Servicer to the Note Administrator
on the first Remittance Date occurring thereafter. None of the Trustee, the Note Administrator or the Securities Intermediary shall be
responsible for any loss resulting from delivery or transfer of any such proceeds prior to receipt of payment in accordance herewith.


 


(e)            The
Trustee shall, upon receipt of an Issuer Order declaring that there are no Notes Outstanding and all obligations of the Issuer hereunder
have been satisfied, release the Collateral from the lien of this Indenture.


 


(f)            Upon
receiving actual notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Collateral
Interest, or in the event any action is required to be taken in respect to an Asset Document, the Special Servicer on behalf of the Issuer
will promptly notify the Collateral Manager and the Servicer of such request, and the Special Servicer shall grant any waiver or consent,
and enter into any amendment or other modification pursuant to the Servicing Agreement in accordance with the Servicing Standard. In
the case of any modification or amendment that results in the release of the related Collateral Interest, notwithstanding anything to
the contrary in Section 5.5(a), the Custodian, upon receipt of a Request for Release, shall release the related Collateral
Interest File upon the written instruction of the Servicer or the Special Servicer, as applicable.


 


Section 10.11     [Reserved]


 






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Section 10.12     Information
Available Electronically. (a) The Note Administrator shall make available to any Privileged Person the following items (in each
case, as applicable, to the extent received by it) by means of the Note Administrator’s Website the following items (to the extent
such items were prepared by or delivered to the Note Administrator in electronic format):


 


(i)            the
following documents, which will initially be available under a tab or heading designated “deal documents”:


 


(1)            the
final Offering Memorandum related to the Offered Notes;


 


(2)            this
Indenture, and any schedules, exhibits and supplements thereto;


 


(3)            the
CREFC® Loan Setup file;


 


(4)            the
Issuer’s charter;


 


(5)            the
Servicing Agreement, and any schedules, exhibits and supplements thereto;


 


(6)            the
Preferred Share Paying Agency Agreement, and any schedules, exhibits and supplements thereto;


 


(ii)            the
following documents will initially be available under a tab or heading designated “periodic reports”:


 


(1)            the
Monthly Reports prepared by the Note Administrator pursuant to Section 10.9(a); and


 


(2)            certain
information and reports specified in the Servicing Agreement (including the collection of reports specified by CRE Finance Council or
any successor organization reasonably acceptable to the Note Administrator and the Servicer) known as the “CREFC®
Investor Reporting Package” relating to the Collateral Interests to the extent that the Note Administrator receives such information
and reports from the Servicer and the Special 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


 






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(3)            any
quarterly updates on the status of the business plan for each Collateral Interest delivered by the Collateral Manager to the Note Administrator;
and


 


(4)            upon
direction of the Issuer, any reports or such other information that, from time to time, the Issuer or the Special Servicer provides to
the Note Administrator to be made available on the Note Administrator’s Website;


 


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


 


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


 


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


 


(3)            notice
of a servicer termination event (with respect to the Servicer or the Special Servicer, as applicable), each as defined in the Servicing
Agreement and delivered to the Note Administrator under the terms of the Servicing Agreement;


 


(4)            notice
of the resignation of any party to the Indenture and notice of the acceptance of appointment of a replacement for any such party, to
the extent such notice is prepared or received by the Note Administrator;


 


(5)            officer’s
certificates supporting the determination that any Interest Advance was (or, if made, would be) a Nonrecoverable Interest Advance delivered
to the Note Administrator pursuant to Section 10.7(b);


 


(6)            any
direction received by the Note Administrator from the Collateral Manager for the termination of the Special Servicer during any period
when such Person is entitled to make such a direction, and any direction of a Majority of the Notes to terminate the Special Servicer;


 


(7)            any
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)            any
notice from the Collateral Manager with respect to any Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement,
Benchmark Replacement Adjustment or any supplemental indenture implementing Benchmark Replacement Conforming Changes;


 






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(v)            The
following notices provided by BSPRT Holder or the Collateral Manager to the Note Administrator, if any, which will initially be available
under a tab or heading designated “Credit Risk Retention notices”:


 


(1)            the
fair value (expressed as a percentage of the fair value of all of the Securities and dollar amount) of the EHRI that the Securitization
Sponsor retained on the Closing Date, based on actual sale prices and finalized tranche sizes;


 


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


 


(3)            any
changes to the fair values set forth in the “U.S. Credit Risk Retention” section of the Offering Memorandum between the date
of the Offering Memorandum and the Closing Date;


 


(4)            any
material differences between the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair
value or range of fair values prior to the pricing of the Notes and the Closing Date;


 


(5)            any
noncompliance by the Securitization Sponsor with the credit risk retention requirements under Section 15G of the Exchange Act; and


 


(6)            any
notices required pursuant to the EU/UK Risk Retention Letter;


 


(vi)            the
 “Investor Q&A Forum” pursuant to Section 10.13; and


 


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


 


(b)            Privileged
Persons who execute Exhibit R-2 shall only be entitled to access the Monthly Report, and shall not have access to any other
information on the Note Administrator’s Website.


 


(c)            The
Note Administrator’s Website shall initially be located at https://pivot.usbank.com. The foregoing information shall be made available
by the Note Administrator on the Note Administrator’s Website promptly following receipt. The Note Administrator may change the
titles of the tabs and headings on portions of its website, and may re-arrange the files as it deems proper. The Note Administrator shall
have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms
to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered
or posted in error, the Note Administrator may remove it from the Note Administrator’s Website. The Note Administrator has not
obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Note Administrator’s Website
to the extent such information was not produced by the Note Administrator. In connection with providing access to the Note Administrator’s
Website, the Note Administrator may require registration and the acceptance of a disclaimer. The Note Administrator shall not be liable
for the dissemination of information in accordance with the terms of this Indenture, 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.


 






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Section 10.13     Investor
Q&A Forum; Investor Registry. (a) The Note Administrator shall make the “Investor Q&A Forum” available
to Privileged Persons and prospective purchasers of Notes that are Privileged Persons by means of the Note Administrator’s Website,
where Noteholders (including beneficial owners of Notes) may (i) submit inquiries to the Note Administrator relating to the Monthly
Reports, and submit inquiries to the Collateral Manager, the Servicer or the Special Servicer (each, a “Q&A Respondent”)
relating to any servicing reports prepared by that party, the Collateral Interests, or the properties related thereto (each, an “Inquiry”
and collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered, together
with the answers thereto. Upon receipt of an Inquiry for a Q&A Respondent, the Note Administrator shall forward the Inquiry to the
applicable Q&A Respondent, in each case via email within a commercially reasonable period of time following receipt thereof. Following
receipt of an Inquiry, the Note Administrator and the applicable Q&A Respondent, unless such party determines not to answer such
Inquiry as provided below, shall reply to the Inquiry, which reply of the applicable Q&A Respondent shall be by email to the Note
Administrator. The Note Administrator shall post (within a commercially reasonable period of time following preparation or receipt of
such answer, as the case may be) such Inquiry and the related answer to the Note Administrator’s Website. If the Note Administrator
or the applicable Q&A Respondent determines, in its respective sole discretion, that (i) any Inquiry is not of a type described
above, (ii) answering any Inquiry would not be in the best interests of the Issuer or the Noteholders, (iii) answering any
Inquiry would be in violation of applicable law, the Asset Documents, the Collateral Management Agreement, this Indenture or the Servicing
Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense
to, the Note Administrator, the Collateral Manager, the Servicer or the Special Servicer, as applicable or (v) answering any such
inquiry would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work product,
or is otherwise not advisable to answer, it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator
of such determination. The Note Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry shall
not be answered in accordance with the terms of this Indenture. Any notice by the Note Administrator to the Person who submitted an Inquiry
that shall not be answered shall include the following statement: “Because the Indenture and the Servicing Agreement provides that
the Note Administrator, Servicer and Special Servicer shall not answer an Inquiry if it determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of the topics described in the Indenture, (ii) answering any Inquiry would not be
in the best interests of the Issuer and/or the Noteholders, (iii) answering any Inquiry would be in violation of applicable law
or the Asset Documents, this Indenture or the Servicing Agreement, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Trustee, the Servicer or the Special Servicer, as applicable, or (v) answering
any such inquiry would reasonably be expected to result in the waiver of an attorney client privilege or the disclosure of attorney work
product, or is otherwise not advisable to answer, no inference shall be drawn from the fact that the Trustee, the Servicer or the Special
Servicer has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum shall be attributable only to the respondent,
and shall not be deemed to be answers from any of the Issuer, the Co-Issuer, the Collateral Manager, the Placement Agents or any
of their respective Affiliates. None of the Placement Agents, the Issuer, the Co-Issuer, the Seller, the Collateral Manager, the
Advancing Agent, the Future Funding Indemnitor, BSPRT Holder, the Servicer, the Special Servicer, the Note Administrator or the Trustee,
or any of their respective Affiliates shall certify to any of the information posted in the Investor Q&A Forum and no such party
shall have any responsibility or liability for the content of any such information. The Note Administrator shall not be required to post
to the Note Administrator’s Website any Inquiry or answer thereto that the Note Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum shall not reflect questions, answers and other communications
that are not submitted via the Note Administrator’s Website. Additionally, the Note Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Q&A Forum.


 






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(b)            The
Note Administrator shall make available to any Noteholder or holder of Preferred Shares and any beneficial owner of a Note, the Investor
Registry. The “Investor Registry” shall be a voluntary service available on the Note Administrator’s Website,
where Noteholders and beneficial owners of Notes can register and thereafter obtain information with respect to any other Noteholder
or beneficial owner that has so registered. Any Person registering to use the Investor Registry shall be required to certify that (i) it
is a Noteholder, a beneficial owner of a Note or a holder of a Preferred Share and (ii) it grants authorization to the Note Administrator
to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification
to other registered Noteholders and registered beneficial owners or Notes. Such Person shall then be asked to enter certain mandatory
fields such as the individual’s name, the company name and email address, as well as certain optional fields such as address, and
phone number. If any Noteholder or beneficial owner of a Note notifies the Note Administrator that it wishes to be removed from the Investor
Registry (which notice may not be within forty-five (45) days of its registration), the Note Administrator shall promptly remove it from
the Investor Registry. The Note Administrator shall not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Note Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)            Certain
information concerning the Collateral and the Notes, including the Monthly Reports, CREFC® Reports and supplemental notices,
shall be provided by the Note Administrator to certain market data providers upon receipt by the Note Administrator from such persons
of a certification in the form of Exhibit O hereto, which certification may be submitted electronically via the Note Administrator’s
Website. The Issuer hereby authorizes the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Inc.,
KBRA Analytics, LLC, MBS Data, LLC, RealInsight 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. (a) For so long as the Notes may be transferred only in accordance with Rule 144A, the Issuer (or the Collateral
Manager on its behalf) will ensure that any Bloomberg screen containing information about the Rule 144A Global Notes includes the
following (or similar) language:


 


(i)            the
 “Note Box” on the bottom of the “Security Display” page describing the Rule 144A Global Notes will
state: “Iss’d Under 144A”;


 


(ii)            the
 “Security Display” page will have the flashing red indicator “See Other Available Information”; and


 


(b)            the
indicator will link to the “Additional Security Information” page, which will state that the Offered Notes “are being
offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are qualified institutional
buyers (as defined in Rule 144A under the Securities Act).”


 


ARTICLE 11


 


APPLICATION
OF FUNDS


 


Section 11.1     Disbursements
of Amounts from Payment Account. (a) Notwithstanding any other provision in this Indenture, but subject to the other subsections
of this Section 11.1 hereof, on each Payment Date, the Note Administrator shall disburse amounts transferred to the Payment
Account in accordance with the following priorities (the “Priority of Payments”):


 


(i)            Interest
Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration
of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds with respect to the related Due Period
shall be distributed in the following order of priority:


 


(1)            to
the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer or the Co-Issuer, if
any;



 






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(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;


 


(3)            (a) first,
to the Note Administrator and the Trustee, the Trustee/Note Administrator Fee, (b) second, to the payment of other accrued
and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, the Custodian, the Securities Intermediary, the Paying
Agent and the Preferred Share Paying Agent and (c) third, to the payment of any other accrued and unpaid Company Administrative
Expenses, the aggregate of all such amounts in clauses (c) above per Expense Year (including such amounts paid since the previous
Payment Date from the Expense Reserve Account) not to exceed the greater of (i) 0.100% per annum of the Aggregate Outstanding Portfolio
Balance and (ii) U.S.$150,000 per annum;


 


(4)            to
the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by the Collateral Manager);


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(14)            if
either of the Note Protection Tests is not satisfied as of the Determination Date relating to such Payment Date, to the payment of, (i) first,
principal on the Class A Notes, (ii) second, principal on the Class A-S Notes, (iii) third, principal
on the Class B Notes, (iv) fourth, principal on the Class C Notes, (v) fifth, principal on the Class D
Notes and (vi) sixth, principal on the Class E Notes, in each case to the extent necessary to cause each of the Note
Protection Tests to be satisfied or, if sooner, until the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes have been paid in full;


 


(15)            on
each Payment Date following the occurrence and during the continuance of a Rating Confirmation Failure, to the payment of principal of
each Class of Notes, (i) first, to the Class A Notes, (ii) second, to the Class A-S Notes, (iii) third,
to the Class B Notes, (iv) fourth, to the Class C Notes, (v) fifth, to the Class D Notes, (vi) sixth,
to the Class E Notes, (vii) seventh, to the Class F Notes, (viii) eighth, to the Class G Notes
and (ix) ninth, to the Class H Notes, in each case until each rating assigned on the Closing Date to each Class of
Notes has been reinstated or such Class of Notes has been paid in full;


 


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


 


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


 


(18)            to
the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;


 


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


 






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(20)            to
the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount;


 


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


 


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


 


(23)            upon
direction of the Collateral Manager, for deposit into the Expense Reserve Account in an amount not to exceed U.S.$100,000 in respect
of such Payment Date; and


 


(24)            any
remaining Interest Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred
Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder of the Preferred Shares subject
to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.


 


(ii)            Principal
Proceeds. On each Payment Date that is not a Redemption Date, the Stated Maturity Date or a Payment Date following an acceleration
of the Notes due to the occurrence and continuation of an Event of Default, Principal Proceeds with respect to the related Due Period
shall be distributed in the following order of priority:


 


(1)            to
the payment of the amounts referred to in clauses (1) through (5) of Section 11.1(a)(i) in the same order
of priority specified therein, without giving effect to any limitations on amounts payable set forth therein, but only to the extent
not paid in full thereunder;


 


(2)            on
the Payment Date following the Ramp-Up Completion Date, to the payment of principal, in an amount equal to all amounts remaining in the
Unused Proceeds Account as of the Ramp-Up Completion Date (i) first, to the Class A Notes, (ii) second,
to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth, to the Class C Notes,
(v) fifth, to the Class D Notes and (vi) sixth, to the Class E Notes, in each case until such Class of
Notes has been paid in full;


 


(3)            on
each Payment Date following the occurrence of a Rating Confirmation Failure, to the extent that application of Interest Proceeds pursuant
to clause (15) of Section 11.1(a)(i) is insufficient to cause the ratings assigned to each Class of Notes to be
reinstated or to cause any affected Class to be paid in full, to the payment of principal (i) first, to the Class A
Notes, (ii) second, to the Class A-S Notes, (iii) third, to the Class B Notes, (iv) fourth,
to the Class C Notes, (v) fifth, to the Class D Notes, (vi) sixth, to the Class E Notes, (vii) seventh,
to the Class F Notes, (viii) eighth, to the Class G Notes and (ix) ninth, to the Class H Notes,
in each case until each rating assigned on the Closing Date to such Class of Notes has been reinstated or such Class of Notes
has been paid in full;


 






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(4)            during
the Reinvestment Period, so long as the Issuer is permitted to purchase Reinvestment Collateral Interests under Section 12.2,
at the direction of the Collateral Manager, the amount designated by the Collateral Manager during the related Interest Accrual Period
to be deposited into the Reinvestment Account to be held for reinvestment in such Collateral Interests or, pursuant to written direction
of the Collateral Manager (on behalf of the Issuer) to be applied to pay the purchase price of such Collateral Interests (it being understood
that the Collateral Manager will be deemed to have directed that all Principal Proceeds be held for reinvestment until such time as it
has provided the Note Administrator with a notice to the contrary);


 


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


 


(6)            to
the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount, to the extent
not paid pursuant to clause (6) of Section 11.1(a)(i) above;


 


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


 


(8)            to
the payment of the Class B Interest Distribution Amount plus any Class B Defaulted Interest Amount, to the extent not
paid pursuant to clause (7) of Section 11.1(a)(i) above;


 


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


 


(10)            to
the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount, to the extent not
paid pursuant to clause (8) of Section 11.1(a)(i) above;


 


(11)            to
the payment of principal of the Class C Notes (including any Class C Deferred Interest) until the Class C Notes have been
paid in full;


 


(12)            to
the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount, to the extent not
paid pursuant to clause (10) of Section 11.1(a)(i) above;


 


(13)            to
the payment of principal of the Class D Notes (including any Class D Deferred Interest) until the Class D Notes have been
paid in full;


 


(14)            to
the payment of the Class E Interest Distribution Amount plus any Class E Defaulted Interest Amount, to the extent not
paid pursuant to clause (12) of Section 11.1(a)(i) above;


 


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


 






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(16)            to
the payment of the Class F Interest Distribution Amount plus any Class F Defaulted Interest Amount, to the extent not
paid pursuant to clause (16) of Section 11.1(a)(i) above;


 


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


 


(18)            to
the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount, to the extent not
paid pursuant to clause (18) of Section 11.1(a)(i) above;


 


(19)            to
the payment of principal of the Class G Notes (including any Class G Deferred Interest) until the Class G Notes have been
paid in full;


 


(20)            to
the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount, to the extent not
paid pursuant to clause (20) of Section 11.1(a)(i) above;


 


(21)            to
the payment of principal of the Class H Notes (including any Class H Deferred Interest) until the Class H Notes have been
paid in full; and


 


(22)            any
remaining Principal Proceeds to be released from the lien of this Indenture and paid (upon standing order of the Issuer) to the Preferred
Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holders of the Preferred Shares
subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.


 


(iii)            Redemption
Dates and Payment Dates During Events of Default. On any Redemption Date, the Stated Maturity Date or a Payment Date following an
acceleration of the Notes due to the occurrence and continuation of an Event of Default, Interest Proceeds and Principal Proceeds
with respect to the related Due Period will be distributed in the following order of priority:


 


(1)            to
the payment of the amounts referred to in clauses (1) through (4) of Section 11.1(a)(i) in the same order
of priority specified therein, but without giving effect to any limitations on amounts payable set forth therein;


 


(2)            to
the payment of any out-of-pocket fees and expenses of the Issuer, the Note Administrator, Custodian and Trustee (including legal fees
and expenses) incurred in connection with an acceleration of the Notes following an Event of Default, including in connection with sale
and liquidation of any of the Collateral in connection therewith, to the extent not previously paid or withheld;


 


(3)            to
the payment of the Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;


 


(4)            to
the payment in full of principal of the Class A Notes;


 






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(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;


 


(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 (including any Class C Deferred Interest);


 


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


 


(12)            to
the payment in full of principal of the Class D Notes (including any Class D Deferred Interest);


 


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


 


(14)            to
the payment in full of principal of the Class E Notes (including any Class E Deferred Interest);


 


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


 


(16)            to
the payment in full of principal of the Class F Notes (including any Class F Deferred Interest);


 


(17)            to
the payment of the Class G Interest Distribution Amount plus any Class G Defaulted Interest Amount;


 


(18)            to
the payment in full of principal of the Class G Notes (including any Class G Deferred Interest);


 


(19)            to
the payment of the Class H Interest Distribution Amount plus any Class H Defaulted Interest Amount;


 


(20)            to
the payment in full of principal of the Class H Notes (including any Class H Deferred Interest); and


 


(21)            any
remaining Interest Proceeds and Principal Proceeds to be released from the lien of the Indenture and paid (upon standing order of the
Issuer) to the Preferred Share Paying Agent for deposit into the Preferred Share Distribution Account for distribution to the Holder
of the Preferred Shares subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.


 






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(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), (a)(ii) or (a)(iii),
such payments will be made to Noteholders of each applicable Class, as to each such clause, ratably in accordance with the respective
amounts of such disbursements then due and payable to the extent funds are available therefor.


 


(d)            In
connection with any required payment by the Issuer to the Servicer or the Special Servicer pursuant to the Servicing Agreement of any
amount scheduled to be paid from time to time between Payment Dates from amounts received with respect to the Collateral Interests, the
Servicer or the Special Servicer, as applicable, shall be entitled to retain or withdraw such amounts from the Collection Account and
the Participated Mortgage Loan Collection Account pursuant to the terms of the Servicing Agreement.


 


Section 11.2     Securities
Accounts. All amounts held by, or deposited with the Note Administrator in the Reinvestment Account, Custodial Account, Unused Proceeds
Account and Expense Reserve Account pursuant to the provisions of this Indenture shall be invested in Eligible Investments as directed
in writing by the Collateral Manager on behalf of the Issuer and credited to the Reinvestment Account, Custodial Account, Unused Proceeds
Account or Expense Reserve Account, as the case may be. Absent such direction, funds in the foregoing accounts shall be held uninvested.
All amounts held by or deposited with the Note Administrator in the Payment Account shall be held uninvested. Any amounts not invested
in Eligible Investments as herein provided, shall be credited to one or more securities accounts that shall at all times by an Eligible
Account and shall be established and maintained pursuant to the Securities Account Control Agreement at the Securities Intermediary,
or at another financial institution that 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.


 






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ARTICLE 12


 


SALE
OF COLLATERAL INTERESTS; REINVESTMENT COLLATERAL INTERESTS; FUTURE FUNDING ESTIMATES


 


Section 12.1     Sales
of Collateral Interests. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer shall not sell
or otherwise dispose of any Collateral Interest. The Collateral Manager, acting pursuant to the Collateral Management Agreement may direct
the Issuer in writing to sell at any time:



 


(i)            any
Defaulted Collateral Interest;


  


(ii)            any
Credit Risk Collateral Interest unless (x) either of the Note Protection Tests were not satisfied as of the immediately preceding
Determination Date and have not been cured as of the proposed sale date or (y) the Trustee, upon written direction of a majority
of the Controlling Class, has provided written notice to the Collateral Manager that no further sales of Credit Risk Collateral Interests
shall be permitted; and


 


(iii)            any
Ramp-Up Collateral Interest, Reinvestment Collateral Interest or Exchange Collateral Interest acquired in violation of the Eligibility
Criteria or the Acquisition Criteria, as applicable.


 


For purposes of this Section 12.1,
a loan will be considered a Defaulted Commercial Real Estate Loan even if the 90 day period provided in the definition thereof has not
expired.


 


The Trustee shall sell any
Collateral Interest in any sale permitted pursuant to this Section 12.1(a), as directed by the Collateral Manager. Promptly
after any sale pursuant to this Section 12.1(a), the Collateral Manager shall notify the 17g-5 Information Provider of the
Collateral Interest sold and the sale price and shall provide such other information relating to such sale as may be reasonably requested
by the Rating Agencies.


 


The Issuer shall not sell or
otherwise dispose of any Collateral Interest for the primary purpose of recognizing gains or decreasing losses resulting from market
value changes.


 


In connection with the sale
of a Credit Risk Collateral Interest or a Defaulted Collateral Interest pursuant to this Section 12.1(a), the Collateral
Manager may also cause the Issuer to create one or more participation interests in such Defaulted Collateral Interest or Credit Risk
Collateral Interest and direct the Trustee to sell one or more of such participation interests.


 


(b)            In
addition, with respect to any Defaulted Collateral Interest or Credit Risk Collateral Interest permitted to be sold pursuant to Section 12.1(a),
such Defaulted Collateral Interest or Credit Risk Collateral Interest may be sold by the Issuer at the direction of the Collateral Manager:


 


(i)            to
an entity, other than the Collateral Manager or an affiliate; or


 


(ii)            to
the Collateral Manager or an affiliate thereof that is purchasing such Defaulted Collateral Interest or Credit Risk Collateral Interest
from the Issuer for a cash purchase price that is (x) with respect to any Defaulted Collateral Interest, equal to or greater than
the Par Purchase Price and (y) with respect to any Credit Risk Collateral Interest:


 


(1)            until
the Disposition Limitation Threshold has been met, equal to or greater than the Par Purchase Price; and


 


(2)            after
the Disposition Limitation Threshold has been met, following disclosure to, and approval by, the Advisory Committee in accordance with
the Collateral Management Agreement, equal to the greater of (A) the Par Purchase Price and (B) the fair market value thereof
(any purchase described in this clause (ii), a “Credit Risk/Defaulted Collateral Interest Cash Purchase”).


 






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(c)            If
the Collateral Manager directs the sale of a Collateral Interest acquired in violation of the Eligibility Criteria or the Acquisition
Criteria, the Issuer may sell such Collateral Interest to the Collateral Manager or an affiliate thereof for a cash purchase price that
is at least equal to the Principal Balance thereof plus all accrued and unpaid interest thereon. If the Collateral Manager does
not promptly direct the sale of a Collateral Interest that is determined to have been acquired in violation of the Eligibility Criteria
or the Acquisition Criteria, the Issuer will be required to satisfy the Rating Agency Condition with respect to such Collateral Interest
within 60 days after such date of determination. Except with respect to any Collateral Interest that is determined to have been acquired
in violation of clauses (i), (iii), (iv), (viii), (xvii), (xix) or (xxii)-(xxxv) of the Eligibility Criteria, if the Issuer
satisfies the Rating Agency Condition with respect to such Collateral Interest within such time period, the Issuer may retain such Collateral
Interest. If either (i) the Collateral Interest was acquired in violation of such clauses of the Eligibility Criteria, or (ii) the
Issuer does not satisfy the Rating Agency Condition with respect to such Collateral Interest within such time period, the Issuer will
be required to promptly sell such Collateral Interest to the Collateral Manager or an affiliate thereof for a cash purchase price that
is at least equal to the Principal Balance thereof plus all accrued and unpaid interest thereon.


 


(d)            [Reserved].


 


(e)            A
Defaulted Collateral Interest or Credit Risk Collateral Interest may be disposed of at any time, following disclosure to, and approval
by, the Advisory Committee, by the Collateral Manager directing the Issuer to exchange such Defaulted Collateral Interest or Credit Risk
Collateral Interest for (1) a Collateral Interest owned by the Collateral Manager or an Affiliate of the Collateral Manager that
satisfies the Eligibility Criteria and the Acquisition Criteria (such Collateral Interest, an “Exchange Collateral Interest”)
or (2) a combination of an Exchange Collateral Interest and Cash; provided that:


 


(i)            with
respect to any Defaulted Collateral Interest, the sum of (1) the Principal Balance of such Exchange Collateral Interest plus all
accrued and unpaid interest thereon plus (2) the Cash amount (if any) to be paid to the Issuer by the Collateral Manager or
an Affiliate of the Collateral Manager, in connection with such exchange, is equal to or greater than the Par Purchase Price of the Defaulted
Collateral Interest sought to be exchanged; and


 


(ii)            with
respect to any Credit Risk Collateral Interest:


 


(1)            until
the Disposition Limitation Threshold has been met, the sum of (A) the Principal Balance of such Exchange Collateral Interest plus all
accrued and unpaid interest thereon plus (B) the Cash amount (if any) to be paid to the Issuer by the Collateral Manager
or an affiliate of the Collateral Manager in connection with such exchange is equal to or greater than the Par Purchase Price
of the Credit Risk Collateral Interest sought to be exchanged; and


 






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(2)            after
the Disposition Limitation Threshold has been met, the sum of (A) the Principal Balance of such Exchange Collateral Interest plus
all accrued and unpaid interest thereon plus (B) the Cash amount (if any) to be paid to the Issuer by the Collateral Manager
or an affiliate of the Collateral Manager in connection with such exchange is equal to or greater than the greater of (x) the Par
Purchase Price of the Credit Risk Collateral Interest sought to be exchanged and (y) the fair market value of such Credit Risk Collateral
Interest.


 


(f)            In
addition to the above, the Majority of Preferred Shareholders shall have the right to purchase (i) any Defaulted Collateral Interest
for a purchase price equal to the Par Purchase Price and (ii) any Credit Risk Collateral Interest for a purchase price equal to,
(x) until the Disposition Limitation Threshold has been met, the Par Purchase Price, and (y) after the Disposition Limitation
Threshold has been met, following disclosure to, and approval by, the Advisory Committee, the greater of (1) the Par Purchase Price
and (2) the fair market value thereof.


 


(g)            In
the event that any Notes remain Outstanding as of the Payment Date occurring six months prior to the Stated Maturity Date of the Notes,
the Collateral Manager will be required to determine whether the proceeds expected to be received on the Collateral Interests prior to
the Stated Maturity Date of the Notes will be sufficient to pay in full the principal amount of (and accrued interest on) the Notes on
the Stated Maturity Date. If the Collateral Manager determines, in its sole discretion, that such proceeds will not be sufficient to pay
the outstanding principal amount of and accrued interest on the Notes on the Stated Maturity Date of the Notes, the Issuer will, at the
direction of the Collateral Manager, be obligated to liquidate the portion of Collateral Interests sufficient to pay the remaining principal
amount of and interest on the Notes on or before the Stated Maturity Date. The Collateral Interests to be liquidated by the Issuer will
be selected by the Collateral Manager.


 


(h)            Notwithstanding
anything herein to the contrary, the Collateral Manager on behalf of the Issuer shall be permitted to sell to a Permitted Subsidiary any
Sensitive Asset for consideration consisting of equity interests in such Permitted Subsidiary (or an increase in the value of equity interests
already owned).


 


(i)            Under
no circumstances shall the Trustee in its individual capacity be required to acquire any Collateral Interests or any property related
thereto.


 


(j)            Any
Collateral Interest sold pursuant to this Section 12.1 shall be released from the lien of this Indenture.


 


Section 12.2     Reinvestment
Collateral Interests. (a) Except as provided in Section 12.3(c), during the Reinvestment Period (or within
60 days after the end of the Reinvestment Period with respect to reinvestments made pursuant to binding commitments to purchase
entered into during the Reinvestment Period), for so long as the Acquisition Criteria are satisfied, amounts (or Eligible
Investments) credited to the Reinvestment Account may, but are not required to, be reinvested in Reinvestment Collateral
Interests (which shall be, and hereby are upon acquisition by the Issuer, Granted to the Trustee pursuant to the Granting Clause of
this Indenture), that satisfy the applicable Eligibility Criteria, as evidenced by an Officer’s Certificate of the Collateral
Manager on behalf of the Issuer delivered to the Trustee, delivered as of the date of the commitment to purchase such Collateral
Interests.


 






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(b)            Notwithstanding
the foregoing provisions, (i) Cash on deposit in the Reinvestment Account may be invested in Eligible Investments pending investment
in Reinvestment Collateral Interests and (ii) if an Event of Default shall have occurred and be continuing, no Reinvestment Collateral
Interest may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of
Default.


 


(c)            Notwithstanding
the foregoing provisions, at any time when BSPRT Holder or an Affiliate thereof holds 100% of the Preferred Shares, it may contribute
additional Cash, Eligible Investments and/or Collateral Interests to the Issuer so long as, in the case of Collateral Interests, any such
Collateral Interests satisfy the Eligibility Criteria and the Acquisition and Disposition Requirements at the time of such contribution,
including, but not limited to, for purposes of effecting any cure rights reserved for the holder of the Participations, pursuant to and
in accordance with the terms of the related Participation Agreement. Cash or Eligible Investments contributed to the Issuer by BSPRT Holder
during the Reinvestment Period shall be credited to the Reinvestment Account (unless BSPRT Holder directs otherwise) and may be reinvested
by the Issuer in Reinvestment Collateral Interests so long as the Acquisition Criteria are satisfied.


 


Section 12.3     Conditions
Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12
or Section 10.12 shall be conducted in accordance with the requirements of the Collateral Management Agreement; provided
that (1) the Collateral Manager shall not direct the Trustee to acquire any Collateral Interest for inclusion in the Collateral from
the Collateral Manager or any of its Affiliates as principal or to sell any Collateral Interest from the Collateral to the Collateral
Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Collateral Management Agreement
and (2) the Collateral Manager shall not direct the Trustee to acquire any Collateral Interest for inclusion in the Collateral from
any account or portfolio for which the Collateral Manager serves as investment adviser or direct the Trustee to sell any Collateral Interest
to any account or portfolio for which the Collateral Manager serves as investment adviser unless such transactions comply with the Collateral
Management Agreement and Section 206(3) of the Advisers Act. The Trustee shall have no responsibility to oversee compliance
with this clause by the other parties.


 


(b)            Upon
any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Collateral Interest or
Securities shall be Granted to the Trustee pursuant to this Indenture, such Collateral Interest or Securities shall be registered in
the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Collateral Interest or Securities. The Trustee
also shall receive, not later than the date of delivery of any Collateral Interest delivered after the Closing Date, an
Officer’s Certificate of the Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the
applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate,
calculations in reasonable detail necessary to determine such compliance).


 


(c)            Notwithstanding
anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have
the right to effect any transaction which has been consented to by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount
of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares).


 






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Section 12.4     Modifications
to Note Protection Tests. In the event that (1) Moody’s modifies the definitions or calculations relating to any of the
Moody’s specific Eligibility Criteria or (2) any Rating Agency modifies the definitions or calculations relating to either
of the Note Protection Tests (each, a “Rating Agency Test Modification”), in any case in order to correspond with published
changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely
as a result of this Section 12.4 to, incorporate corresponding changes into this Indenture by an amendment or supplement hereto
without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) or the Preferred
Shares if (x) in the case of a modification of a Moody’s specific Eligibility Criteria, the Rating Agency Condition is satisfied
with respect to Moody’s, (y) in the case of a modification of a Note Protection Test, the Rating Agency Condition is satisfied
with respect to each Rating Agency then rating any Class of Notes and (z) written notice of such modification is delivered by
the Collateral Manager to the Trustee and the Holders of the Notes and Preferred Shares (which notice may be included in the next regularly
scheduled report to Noteholders). Any such Rating Agency Test Modification shall be effected without execution of a supplemental indenture;
provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each
of the Co-Issuers and the Collateral Manager and delivered to the Trustee, and (ii) accompanied by delivery by the Issuer to
the Trustee of an Officer’s Certificate of the Issuer (or the Collateral Manager on behalf of the Issuer) certifying that such amendment
has been made pursuant to and in compliance with this Section 12.4.


 


Section 12.5     Future
Funding Agreement. (a) The Note Administrator and the Trustee, on behalf of the Noteholders and the Holders of the Preferred
Shares, are hereby directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement,
pursuant to which BSPRT Operating Partnership will agree to pledge certain collateral described therein in order to secure certain future
funding obligations of the Seller as holder of the related Future Funding Participations under the Participation Agreements and (ii) administer
the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account
Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator
to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator
shall, pursuant to the direction of the Issuer or the Special Servicer on its behalf, direct the use of funds on deposit in the Future
Funding Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator shall have
any obligation to ensure that BSPRT Operating Partnership is depositing or causing to be deposited all amounts into the Future Funding
Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.





 


(b)            The
17g-5 Information Provider shall promptly post to the 17g-5 Website pursuant to Section 14.13(d) of this Indenture,
any certification with respect to the holder of the related Future Funding Participations that is delivered to it in accordance with the
Future Funding Agreement.


 






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ARTICLE 13


 


NOTEHOLDERS’
RELATIONS


 


Section 13.1     Subordination.
(a) Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of
the Holders of the Class A Notes, that the rights of the Holders of the Class A-S Notes, Class B Notes, Class C Notes,
Class D Notes, Class E Notes, Class F Notes, Class G Notes and Class H Notes shall be subordinate and junior
to the Class A Notes to the extent and in the manner set forth in ARTICLE 11 of this Indenture; provided that
on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following
the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class A Notes shall be
paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class A Notes consent,
other than in Cash, before any further payment or distribution is made on account of any other Class of Notes, to the extent and
in the manner provided in Section 11.1(a)(iii).


 


(b)            Anything
in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the
Class A-S Notes, that the rights of the Holders of the Class B Notes, Class C Notes, Class D Notes, Class E Notes,
Class F Notes, Class G Notes and Class H Notes shall be subordinate and junior to the Class A-S Notes to the extent
and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and each Payment
Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event of Default,
all accrued and unpaid interest on and outstanding principal on the Class A-S Notes shall be paid pursuant to Section 11.1(a)(iii) in
full in Cash or, to the extent 100% of Holders of the Class A-S Notes consent, other than in Cash, before any further payment or
distribution is made on account of any of the Class B Notes, Class C Notes, Class D Notes, Class E Notes, Class F
Notes, Class G Notes and Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 


(c)            Anything
in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of
the Class B Notes, that the rights of the Holders of the Class C Notes, Class D Notes, Class E Notes,
Class F Notes, Class G Notes and Class H Notes shall be subordinate and junior to the Class B Notes to the
extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and
each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an
Event of Default, all accrued and unpaid interest on and outstanding principal on the Class B Notes shall be paid pursuant to Section 11.1(a)(iii) in
full in Cash or, to the extent 100% of Holders of the Class B Notes consent, other than in Cash, before any further payment or
distribution is made on account of any of the Class C Notes, Class D Notes, Class E Notes, Class F Notes,
Class G Notes and Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 


(d)            Anything
in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the
Class C Notes, that the rights of the Holders of the Class D Notes, Class E Notes, Class F Notes, Class G Notes
and Class H Notes shall be subordinate and junior to the Class C Notes to the extent and in the manner set forth in Article 11
of this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of
the acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal
on the Class C Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders
of the Class C Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class D
Notes, Class E Notes, Class F Notes, Class G Notes and Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 






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(e)            Anything
in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the
Class D Notes, that the rights of the Holders of the Class E Notes, Class F Notes, Class G Notes and Class H
Notes shall be subordinate and junior to the Class D Notes to the extent and in the manner set forth in Article 11 of
this Indenture; provided that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the
acceleration of the Notes following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal
on the Class D Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders
of the Class D Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the Class E
Notes, Class F Notes, Class G Notes and Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 


(f)            Anything
in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the
Class E Notes, that the rights of the Holders of the Class F Notes, Class G Notes and Class H Notes shall be subordinate
and junior to the Class E Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided
that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following
the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the Class E Notes shall be
paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders of the Class E Notes consent,
other than in Cash, before any further payment or distribution is made on account of any of the Class F Notes, Class G Notes
and Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 


(g)            Anything
in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of
the Class F Notes, that the rights of the Holders of the Class G Notes and Class H Notes shall be subordinate and
junior to the Class F Notes to the extent and in the manner set forth in Article 11 of this Indenture; provided
that on each Redemption Date and each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes
following the occurrence of an Event of Default, all accrued and unpaid interest on and outstanding principal on the
Class F Notes shall be paid pursuant to Section 11.1(a)(iii) in full in Cash or, to the extent 100% of Holders
of the Class F Notes consent, other than in Cash, before any further payment or distribution is made on account of any of the
Class G Notes and Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 


(h)            Anything
in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit of the Holders of the
Class G Notes, that the rights of the Holders of the Class H Notes shall be subordinate and junior to the Class G Notes
to the extent and in the manner set forth in Article 11 of this Indenture; provided that on each Redemption Date and
each Payment Date as a result of the occurrence and continuation of the acceleration of the Notes following the occurrence of an Event
of Default, all accrued and unpaid interest on and outstanding principal on the Class G Notes shall be paid pursuant to Section 11.1(a)(iii) in
full in Cash or, to the extent 100% of Holders of the Class G Notes consent, other than in Cash, before any further payment or distribution
is made on account of any of the Class H Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 






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(i)            In
the event that notwithstanding the provisions of this Indenture, any Holders of any Class of Notes shall have received any payment
or distribution in respect of such Class contrary to the provisions of this Indenture, then, unless and until all accrued and unpaid
interest on and outstanding principal of all more senior Classes of Notes have been paid in full in accordance with this Indenture, such
payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the
Note Administrator, which shall pay and deliver the same to the Holders of the more senior Classes of Notes in accordance with this Indenture.


 


(j)            Each
Holder of any Class of Notes agrees with the Note Administrator on behalf of the Secured Parties that such Holder shall not demand,
accept, or receive any payment or distribution in respect of such Notes in violation of the provisions of this Indenture including Section 11.1(a) and
this Section 13.1; provided, however, that after all accrued and unpaid interest on, and principal of, each
Class of Notes senior to such Class have been paid in full, the Holders of such Class of Notes shall be fully subrogated
to the rights of the Holders of each Class of Notes senior thereto. Nothing in this Section 13.1 shall affect the obligation
of the Issuer to pay Holders of such Class of Notes any amounts due and payable hereunder.


 


(k)            The
Holders of each Class of Notes agree, for the benefit of all Holders of the Notes, not to institute against, or join any other person
in instituting against, the Issuer, the Co-Issuer or any Permitted Subsidiary, any petition for bankruptcy, winding up, reorganization,
arrangement, moratorium, liquidation or similar proceedings under the laws of any jurisdiction before one year and one day or, if longer,
the applicable preference period then in effect and one day, have elapsed since the final payments to the Holders of the Notes.


 


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.


 






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ARTICLE 14


 


MISCELLANEOUS


 


Section 14.1     Form of
Documents Delivered to the Trustee and Note Administrator. In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as
to such matters in one or several documents.


 


Any certificate or opinion of
an Authorized Officer of the Issuer or the Co-Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any
such certificate of an Authorized Officer of the Issuer or the Co-Issuer or Opinion of Counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Co-Issuer, the Collateral Manager or
any other Person, stating that the information with respect to such factual matters is in the possession of the Issuer, the Co-Issuer,
the Collateral Manager or such other Person, unless such Authorized Officer of the Issuer or the Co-Issuer or such counsel knows that
the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel also may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of the Issuer or the
Co-Issuer, or the Servicer on behalf of the Issuer, certifying as to the factual matters that form a basis for such Opinion of Counsel
and stating that the information with respect to such matters is in the possession of the Issuer or the Co-Issuer or the Collateral
Manager on behalf of the Issuer, unless such counsel knows that the certificate or opinion or representations with respect to such matters
are erroneous.


 


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.


 






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(b)            The
fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee or the Note
Administrator deems sufficient.


 


(c)            The
principal amount and registered numbers of Notes held by any Person, and the date of his holding the same, shall be proved by the Notes
Register. The Notional Amount and registered numbers of the Preferred Shares held by any Person, and the date of his holding the same,
shall be proved by the register of members maintained with respect to the Preferred Shares. Notwithstanding the foregoing, the Trustee
and Note Administrator may conclusively rely on an Investor Certification to determine ownership of any Notes.


 


(d)            Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Securityholder shall bind such Securityholder
(and any transferee thereof) of such Security and of every Security issued upon the registration thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Note Administrator, the Preferred Share
Paying Agent, the Share Registrar, the Issuer or the Co-Issuer in reliance thereon, whether or not notation of such action is made
upon such Security.


 


Section 14.3     Notices, etc.,
to the Trustee, the Note Administrator, the Issuer, the Co-Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Preferred
Share Paying Agent, the Placement Agents, the Collateral Manager, the Custodian 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 Collateral Manager, the Issuer or the Co-Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return
receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible form,
to the Trustee addressed to it at the Corporate Trust Office, e-mail: BSP.Chicago.Team@usbank.com, or at any other address
previously furnished in writing to the parties hereto and the Servicing Agreement, and to the Securityholders;


 


(b)            the
Note Administrator by the Trustee, the Collateral Manager or by any Securityholder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier
service or by facsimile in legible form, to the Note Administrator addressed to it at the Corporate Trust Office, e-mail: BSP.Chicago.Team@usbank.com,
or at any other address previously furnished in writing to the parties hereto and the Servicing Agreement, and to the Securityholders.


 






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(c)            the
Issuer by the Trustee, the Collateral Manager, the Note Administrator or by any Securityholder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight
courier service or by facsimile in legible form, to the Issuer addressed to it at BSPRT 2022-FL8 Issuer, Ltd. at c/o Walkers Fiduciary
Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1 9008, Cayman Islands, Facsimile number: +1 (345) 949-7886, Attention: The Directors,
or at any other address previously furnished in writing to the Trustee and the Note Administrator by the Issuer, with a copy to the Special
Servicer.


 


(d)            the
Co-Issuer by the Trustee, the Collateral Manager, the Note Administrator or by any Securityholder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by
overnight courier service or by facsimile in legible form, to the Co-Issuer addressed to it in c/o Corporation Service Company, 251
Little Falls Drive, Wilmington, Delaware 19808, Attention: Donald J. Puglisi, facsimile number: (302) 738-7210, or at any other address
previously furnished in writing to the Trustee and the Note Administrator by the Co-Issuer, with a copy to the Special Servicer at
its address set forth below;


 


(e)            the
Advancing Agent by the Trustee, the Collateral Manager, the Note Administrator, the Issuer or the Co-Issuer shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered,
sent by overnight courier service or by facsimile in legible form, to the Advancing Agent addressed to it at Benefit Street Partners Realty
Operating Partnership, L.P., c/o Benefit Street Partners Realty Trust, Inc., 1345 Avenue of the Americas, Suite 32A, New York,
NY 10105, Attention: Micah Goodman, with a copy to Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners
L.L.C., 1345 Avenue of the Americas, Suite 32A, New York, NY 10105, and a copy to Cadwalader, Wickersham & Taft LLP, 200
Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat, or at any other address previously furnished in writing to the Trustee,
the Note Administrator, and the Co-Issuers, with a copy to the Special Servicer at its address set forth below.


 





(f)            the
Preferred Share Paying Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed,
by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile
in legible form, to the Preferred Share Paying Agent addressed to it at its Corporate Trust Office or at any other address previously
furnished in writing by the Preferred Share Paying Agent;


 


(g)            the
Servicer by the Issuer, the Collateral Manager, the Note Administrator, the Co-Issuer or the Trustee shall be sufficient for every
purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile
in legible form, to the Servicer addressed to it at Situs Asset Management at Situs Asset Management LLC, 13128 Hwy 24/27, West Robbins,
North Carolina 27325, Attention: Jim Goodall, e-mail: JimGoodall@situsamc.com, with a copy to Situs Asset Management, LLC, 5065 Westheimer,
Suite 700E, Houston, Texas 77056, Attention: Managing Director, e-mail: samnotice@situsamc.com, and a copy to Situs Group, LLC, 5065 Westheimer,
Suite 700E, Houston, Texas 77056, Attention: Legal Department - Adriana Boudreaux, e-mail: Legal@situsamc.com, or at any other address
previously furnished in writing to the Issuer, the Note Administrator, the Co-Issuer and the Trustee;


 






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(h)            the
Special Servicer by the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, or the Trustee shall be sufficient
for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or
by facsimile in legible form, to the Special Servicer addressed to it at BSP Special Servicer, LLC, 9 West 57th Street, New York,
New York 10019, Attention: Tanya Molova, Email: t.molova@benefitstreetpartners.com, with a copy to Benefit Street Partners, 1345 Avenue
of the Americas, Ste. 32A, New York, NY 10105, Attention: Micah Goodman, General Counsel, Email: m.goodman@benefitstreetpartners.com,
with a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat,
or at any other address previously furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee;


 


(i)            the
Rating Agencies, by the Issuer, the Co-Issuer, the Collateral Manager, the Servicer, the Note Administrator or the Trustee shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid,
hand delivered, sent by overnight courier service or by facsimile in legible form, to the Rating Agencies addressed to them at (i) DBRS, Inc.,
22 West Washington St., Chicago, Illinois 60602, Attention: Commercial Mortgage Surveillance, Fax: (312) 332-3492 (or by electronic
mail at cmbs.surveillance@morningstar.com) and (ii) Moody’s Investor Services, Inc., 7 World Trade Center, 250 Greenwich
Street, New York, New York 10007, Attention: CRE CDO Surveillance, (or by electronic mail at moodys_cre_cdo_monitoring@moodys.com), or
such other address that any Rating Agency shall designate in the future; provided that any request, demand, authorization, direction,
order, notice, consent, waiver or Act of Securityholders or other documents provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with the Rating Agencies (“17g-5 Information”) shall be given in accordance with, and subject
to, the provisions of Section 14.13 hereof;





 


(j)            Barclays,
as a Placement Agent, by the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee or the Servicer shall
be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier
service or by facsimile in legible form to Barclays, Barclays Capital Inc., 745 7th Avenue, New York, New York 10019, Attention: Daniel
Vinson, e-mail: daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 7th Seventh Avenue, New York, New York 10019, Attention:
Steven P. Glynn, Legal Department, e-mail: steven.glynn@barclays.com, or at any other address furnished in writing to the Issuer, the
Co-Issuer, the Note Administrator and the Trustee;


 


(k)            Wells
Fargo Securities, as a Placement Agent, by the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee
or the Servicer shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered,
sent by overnight courier service or by facsimile in legible form to Wells Fargo Securities, LLC, 30 Hudson Yards, New York, New
York 10001, Attention: A.J. Sfarra, Email: Anthony.sfarra@wellsfargo.com, with a copy to Troy Stoddard, Wells Fargo Legal Department,
550 S Tryon Street, 34th Floor, Charlotte, North Carolina 28202, MAC D1086-341, Email: Troy.Stoddard@wellsfargo.com, or at any other
address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee;


 






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(l)            the
Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered,
sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at BSPRT 2022-FL8 Holder,
LLC, c/o Benefit Street Partners Realty Operating Partnership, L.P., c/o Benefit Street Partners Realty Trust, Inc., 1345 Avenue
of the Americas, Suite 32A, New York, NY 10105, Attention: Micah Goodman, with a copy to BSPRT 2022-FL8 Holder, LLC, c/o Benefit
Street Partners L.L.C., 1345 Avenue of the Americas, Suite 32A, New York, NY 10105, Attention: Asset Management, e-mail: am@benefitstreetpartners.com,
and a copy to Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, Attention: Jeffrey Rotblat, or
at any other address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee; and


 


(m)            the
Custodian, 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 Custodian Office.


 


In the event that any provision
in this Indenture calls for any notice or document to be delivered simultaneously to the Trustee and any other Person, the Trustee's receipt
of such notice or document shall entitle the Trustee to assume that such notice or document was delivered to such other Person unless
otherwise expressly specified herein.


 


Notwithstanding any provision
to the contrary contained herein or in any agreement or document related thereto, any report, statement or other information required
to be provided by the Issuer, Note Administrator, the Trustee or Collateral Manager may be provided by providing access to a website containing
such information, including the Note Administrator’s Website.





 


Any reference herein to information
being provided "in writing" shall be deemed to include each permitted method of delivery specified in subclause (a) above.


 


The
Trustee, the Note Administrator and the Custodian shall be entitled to accept and act upon instructions or directions pursuant to this
Indenture or any documents executed in connection herewith sent by Electronic Means; provided, however, that any person providing such
instructions or directions shall provide to the Trustee, the Note Administrator or the Custodian, as applicable, an incumbency certificate
listing Authorized Officers designated to provide such instructions or directions (including the email addresses of such persons) and
containing specimen signatures of such Authorized officers, which incumbency certificate shall be amended whenever a person is added or
deleted from the listing. If such person elects to give the Trustee, the Note Administrator or the Custodian instructions using Electronic
Means and the Trustee, the Note Administrator or the Custodian, as applicable, in its discretion elects to act upon such instructions,
the Trustee’s, the Note Administrator’s or the Custodian’s, as applicable reasonable understanding of such instructions
shall be deemed controlling. Each party understands and agrees that the Trustee, the Note Administrator and the Custodian cannot determine
the identity of the actual sender of such instructions and that the Trustee, the Note Administrator and the Custodian shall conclusively
presume that directions that purport to have been sent by a person listed on the incumbency certificate provided to the Trustee, the Note
Administrator and the Custodian have been sent by such listed person. Each instructing party shall be responsible for ensuring that only
Authorized Officers transmit such instructions to the Trustee, the Note Administrator and the Custodian and that such party and all Authorized
Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or
authentication keys upon receipt by such party. The Trustee, the Note Administrator and the Custodian shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s, the Note Administrator’s or the Custodian’s reliance
upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent
written instruction. Any person providing such instructions or directions (i) agrees to assume all risks arising out of the use of
Electronic Means to submit instructions and directions to the Trustee, the Note Administrator and the Custodian, including without limitation
the risk of the Trustee, the Note Administrator and the Custodian acting on unauthorized instructions, and the risk of interception and
misuse by third parties, (ii) acknowledges and agrees that there may be more secure methods of transmitting such instructions than
the method(s) selected by it, (iii) agrees that the security procedures (if any) to be followed in connection with its transmission
of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and
(iv) agrees to notify the Trustee, the Note Administrator and the Custodian immediately upon learning of any compromise or unauthorized
use of the security procedures. For purposes of the foregoing, “Electronic Means” shall mean the following communications
methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication
keys issued by the Trustee, the Note Administrator or the Custodian, or another method or system specified by the Trustee, the Note Administrator
or the Custodian as available for use in connection with its services hereunder.


 






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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.


 






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In the event that, by reason
of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be satisfactory to the Trustee and the Note Administrator shall be deemed to be a sufficient
giving of such notice.


 


Notwithstanding any provision
to the contrary in this Indenture or in any agreement or document related hereto, any information or documents (including, without limitation
reports, notices or supplemental indenture) required to be provided by the Collateral Manager, Trustee or Note Administrator to Holders
pursuant to Section 14.4 may be provided by providing notice of, and access to, the Note Administrator’s Website containing
such information or document.


 


Section 14.5     Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


Section 14.6     Successors
and Assigns. All covenants and agreements in this Indenture by the Issuer and the Co-Issuer shall bind their respective successors
and assigns, whether so expressed or not.


 


Section 14.7     Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 14.8     Benefits
of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than (i) the
parties hereto and their successors hereunder and (ii) the Servicer, the Special Servicer, the Collateral Manager, the Preferred
Shareholders, the Preferred Share Paying Agent, the Share Registrar and the Noteholders (each of whom shall be an express third party
beneficiary hereunder), any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 14.9     Governing
Law; Waiver of Jury Trial. THIS INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 






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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 INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 14.10     Submission
to Jurisdiction. Each of the Issuer and the Co-Issuer hereby irrevocably submits to the nonexclusive jurisdiction of any New York
State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating
to the Notes or this Indenture, and each of the Issuer and the Co-Issuer hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York State or federal court. Each of the Issuer and the Co-Issuer hereby
irrevocably waives, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such
action or proceeding. Each of the Issuer and the Co-Issuer irrevocably consents to the service of any and all process in any action
or proceeding by the mailing or delivery of copies of such process to it at the office of the Issuer’s and the Co-Issuer’s
agent set forth in Section 7.2. Each of the Issuer and the Co-Issuer agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


Section 14.11     Counterparts.
This Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,”
and words of like import as used above and elsewhere in this Indenture or in any other certificate, agreement or document related to
this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile
or other electronic format (including, without limitation, “pdf”) and other electronic signatures (including, without limitation,
any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted
by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation,
any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal
effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent
permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act or the Uniform Commercial Code. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability
with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have
no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. The Trustee and Note Administrator shall have
no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively
rely on any such electronic signature without any liability with respect thereto.


 


Section 14.12     Liability
of Co-Issuers. Notwithstanding any other terms of this Indenture, the Notes or any other agreement entered into between, inter
alios, the Issuer and the Co-Issuer or otherwise, neither the Issuer nor the Co-Issuer shall have any liability whatsoever
to the Co-Issuer or the Issuer, respectively, under this Indenture, the Notes, any such agreement or otherwise and, without prejudice
to the generality of the foregoing, neither the Issuer nor the Co-Issuer shall be entitled to take any steps to enforce, or bring
any action or proceeding, in respect of this Indenture, the Notes, any such agreement or otherwise against the other Co-Issuer or
the Issuer, respectively. In particular, neither the Issuer nor the Co-Issuer shall be entitled to petition or take any other steps
for the winding up or bankruptcy of the Co-Issuer or the Issuer, respectively or shall have any claim in respect of any Collateral
of the Co-Issuer or the Issuer, respectively.


 






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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 Indenture or the Servicing Agreement shall
be delivered to it via electronic mail at BSPRT2022-FL8_17g-5@usbank.com, specifically with a subject reference of “17g-5 –BSPRT
2022-FL8 Issuer, Ltd.” and an identification of the type of information being provided in the body of such electronic mail,
or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved
by the 17g-5 Information Provider.


 


(c)            The
17g-5 Information Provider shall make available, solely to NRSROs, the following items to the extent such items are delivered to it via
email at BSPRT2022-FL8_17g-5@usbank.com, specifically with a subject reference of “17g-5 – BSPRT 2022-FL8 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);


 






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(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 Indenture pursuant to Section 8.3; and


 


(vii)            the
 “Rating Agency Q&A Forum and Servicer Document Request Tool” pursuant to Section 10.13(d).


 


The foregoing information shall
be made available by the 17g-5 Information Provider on the 17g-5 Website or such other website as the Issuer may notify the parties hereto
in writing.


 


(d)            Information
shall be posted on the same Business Day of receipt; provided that such information is received by 12:00 p.m. (Eastern
Time) or, if received after 12:00 p.m., on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty
to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction,
or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error,
the 17g-5 Information Provider may remove it from the website. The 17g-5 Information Provider (and the Trustee) has not obtained and shall
not be deemed to have obtained actual knowledge of any information posted to the 17g-5 Website to the extent such information was
not produced by it. Access will be provided by the 17g-5 Information Provider to NRSROs upon receipt of an NRSRO Certification in the
form of Exhibit N hereto (which certification may be submitted electronically via the 17g-5 Website).


 


(e)            Upon
request of the Issuer or a Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Website any additional information requested
by the Issuer or such Rating Agency to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance
with this Section 14.13. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Website the Rating Agency
or NRSRO that requested such additional information.


 


(f)            The
17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Website in respect
of the transaction governed by this Indenture 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 Indenture 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.


 






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(h)            Notwithstanding
anything to the contrary in this Indenture, a breach of this Section 14.13 shall not constitute a Default or Event of Default.


 


(i)            If
any of the parties to this Indenture receives a Form ABS Due Diligence-15E from any party in connection with any third-party due
diligence services such party may have provided with respect to the Collateral Interests (“Due Diligence Service Provider”),
such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the
17g-5 Website. The 17g-5 Information Provider shall post on the 17g-5 Website any Form ABS Due Diligence-15E it receives directly
from a Due Diligence Service Provider or from another party to this Indenture, promptly upon receipt thereof.


 


Section 14.14     Rating
Agency Condition. Any request for satisfaction of the Rating Agency Condition made by a Requesting Party pursuant to this
Indenture, shall be made in writing, which writing shall contain a cover page indicating the nature of the request for
satisfaction of the Rating Agency Condition, and shall contain all back-up material necessary for the Rating Agencies to process
such request. Such written request for satisfaction of the Rating Agency Condition shall be provided in electronic format to the
17g-5 Information Provider in accordance with Section 14.13 hereof and after receiving actual knowledge of such posting
(which may be in the form of an automatic email notification of posting delivered by the 17g-5 Website to such party), the
Requesting Party shall send the request for satisfaction of such Rating Agency Condition to the Rating Agencies in accordance with
the instructions for notices set forth in Section 14.3 hereof.


 


Section 14.15     Patriot
Act Compliance. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”),
the Trustee, the Note Administrator and the Custodian may be required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Trustee, the Note Administrator or the Custodian, as the case may be. Accordingly,
each of the parties agrees to provide to the Trustee, the Note Administrator and the Custodian, 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, the Note Administrator and
the Custodian, as applicable, to comply with Applicable Law. The Issuer and Company Administrator are subject to laws in the Cayman Islands,
which impose similar obligations to the Applicable Laws, including with regard to verifying the identity and source of funds of investors.


 


Section 14.16     Merger,
Conversion, Consolidation or Succession to Business of Custodian. Any corporation or banking association into which the Custodian
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 Custodian shall be a party, or any corporation or banking association succeeding to all or substantially
all of the business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto.


 






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Section 14.17     Rights
and Protections of the Custodian. The Custodian shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to the Trustee and the Note Administrator under this Indenture (provided that nothing herein shall be construed to impose upon
such Person any prudent person standard of the Trustee).


 


ARTICLE 15


 


ASSIGNMENT
OF THE COLLATERAL INTEREST PURCHASE AGREEMENTS


 


Section 15.1     Assignment
of Collateral Interest Purchase Agreement. (a) The Issuer, in furtherance of the covenants of this Indenture and as
security for the Notes and amounts payable to the Secured Parties hereunder and the performance and observance of the provisions
hereof, hereby collaterally assigns, transfers, conveys and sets over to the Trustee, for the benefit of the Noteholders (and to be
exercised on behalf of the Issuer by persons responsible therefor pursuant to this Indenture and the Servicing Agreement), all of
the Issuer’s estate, right, title and interest in, to and under the Collateral Interest Purchase Agreement (now or hereafter
entered into) (an “Article 15 Agreement”), including, without limitation, (i) the right to give all
notices, consents and releases thereunder, (ii) the right to give all notices of termination and to take any legal action upon
the breach of an obligation of the Seller or Collateral Manager thereunder, including the commencement, conduct and consummation of
proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements
thereunder and (iv) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided, however,
that the Issuer reserves for itself a license to exercise all of the Issuer’s rights pursuant to the Article 15 Agreement
without notice to or the consent of the Trustee or any other party hereto (except as otherwise expressly required by this Indenture,
including, without limitation, as set forth in Section 15.1(f)) which license shall be and is hereby deemed to be
automatically revoked upon the occurrence of an Event of Default hereunder until such time, if any, that such Event of Default is
cured or waived.


 


(b)            The
assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish
the obligations of the Issuer under the provisions of each of the Article 15 Agreement, nor shall any of the obligations contained
in each of the Article 15 Agreement be imposed on the Trustee.


 


(c)            Upon
the retirement of the Notes and the release of the Collateral from the lien of this Indenture, this assignment and all rights herein assigned
to the Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of the Trustee
in, to and under each of the Article 15 Agreement shall revert to the Issuer and no further instrument or act shall be necessary
to evidence such termination and reversion.


 


(d)            The
Issuer represents that it has not executed any assignment of the Article 15 Agreement other than this collateral assignment.


 


(e)            The
Issuer agrees that this assignment is irrevocable, and that it shall not take any action which is inconsistent with this assignment or
make any other assignment inconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee, execute all instruments
of further assurance and all such supplemental instruments with respect to this assignment as the Trustee may specify.


 






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(f)            The
Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Seller in the Collateral Interest Purchase Agreement
to the following:


 


(i)            the
Seller consents to the provisions of this collateral assignment and agrees to perform any provisions of this Indenture made expressly
applicable to the Seller pursuant to the applicable Article 15 Agreement;


 


(ii)            the
Seller acknowledges that the Issuer is collaterally assigning all of its right, title and interest in, to and under the Collateral Interest
Purchase Agreement to the Trustee for the benefit of the Noteholders, and the Seller agrees that all of the representations, covenants
and agreements made by the Seller in the Article 15 Agreement are also for the benefit of, and enforceable by, the Trustee and the
Noteholders;


 


(iii)            the
Seller shall deliver to the Trustee duplicate original copies of all notices, statements, communications and instruments delivered or
required to be delivered to the Issuer pursuant to the applicable Article 15 Agreement;


 


(iv)            none
of the Issuer or the Seller shall enter into any agreement amending, modifying or terminating the applicable Article 15 Agreement,
(other than in respect of an amendment or modification to cure any inconsistency, ambiguity or manifest error) or selecting or consenting
to a successor without notifying the Rating Agencies and without the prior written consent and written confirmation of the Rating Agencies
that such amendment, modification or termination will not cause its then-current ratings of the Notes to be downgraded or withdrawn;


 


(v)            except
as otherwise set forth herein and therein (including, without limitation, pursuant to Section 12 of the Collateral Management Agreement),
the Collateral Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement, notwithstanding that the
Collateral Manager shall not have received amounts due it under the Collateral Management Agreement because sufficient funds were not
then available hereunder to pay such amounts pursuant to the Priority of Payments. The Collateral Manager agrees not to cause the filing
of a petition in bankruptcy against the Issuer for the nonpayment of the fees or other amounts payable to the Collateral Manager under
the Collateral Management Agreement until the payment in full of all Notes issued under this Indenture and the expiration of a period
equal to the applicable preference period under the Bankruptcy Code plus ten days following such payment; and


 


(vi)            the
Collateral Manager irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough
of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes or this Indenture, and the Collateral
Manager irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State
or federal court. The Collateral Manager irrevocably waives, to the fullest extent it may legally do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding. The Collateral Manager irrevocably consents to the service of any and all process
in any action or Proceeding by the mailing by certified mail, return receipt requested, or delivery requiring signature and proof of delivery
of copies of such initial process to it at Benefit Street Partners L.L.C., c/o Benefit Street Partners Realty Trust, Inc., 1345 Avenue
of the Americas, Suite 32A, New York, NY 10105, Attention: Micah Goodman. The Collateral Manager agrees that a final and non-appealable
judgment by a court of competent jurisdiction in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.


 






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ARTICLE 16


 


CURE
RIGHTS; PURCHASE RIGHTS


 


Section 16.1     [Reserved]


 


Section 16.2     Collateral
Interest Purchase Agreements. Following the Closing Date, unless a Collateral Interest Purchase Agreement is necessary to comply with
the provisions of this Indenture, the Issuer may acquire Collateral Interests in accordance with customary settlement procedures in the
relevant markets. In any event, the Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain from any seller of a Collateral
Interest, all Asset Documents with respect to each Collateral Interest that govern, directly or indirectly, the rights and obligations
of the owner of the Collateral Interest with respect to the Collateral Interest and any certificate evidencing the Collateral Interest.


 


Section 16.3     Representations
and Warranties Related to Ramp-Up Collateral Interests, Reinvestment Collateral Interests and Exchange Collateral Interests. (a) Upon
the acquisition of any Ramp-Up Collateral Interest, Reinvestment Collateral Interest or Exchange Collateral Interest by the Issuer, the
related seller shall be required to make representations and warranties substantially in the form attached as Exhibit P with
such exceptions as may be relevant.


 


(b)            The
representations and warranties in Section 16.3(a) with respect to the acquisition of any Ramp-Up Collateral Interest,
Reinvestment Collateral Interest or Exchange Collateral Interest may be subject to any modification, limitation or qualification that
the Collateral Manager determines to be reasonably acceptable in accordance with the Collateral Management Standard; provided that
the Collateral Manager will provide the Rating Agencies with a report attached to each Monthly Report identifying each such affected representation
or warranty and the modification, exception, limitation or qualification received with respect to the acquisition of any Ramp-Up Collateral
Interest, Reinvestment Collateral Interest or Exchange Collateral Interest during the period covered by the Monthly Report, which report
may contain explanations by the Collateral Manager as to its determinations.


 


(c)            The
Issuer (or the Collateral Manager on behalf of the Issuer) shall obtain a covenant from the Person making any representation or warranty
to the Issuer pursuant to Section 16.3(a) that such Person shall repurchase the related Collateral Interest if any such
representation or warranty is breached (but only after the expiration of any permitted cure periods and failure to cure such breach).
The purchase price for any Collateral Interest repurchased shall be a price equal to the sum of the following (in each case, without duplication)
as of the date of such repurchase: (i) the then outstanding Principal Balance of such Collateral Interest, discounted based on the
percentage amount of any discount that was applied when such Collateral Interest was purchased by the Issuer, plus (ii) accrued
and unpaid interest on such Collateral Interest, plus (iii) any unreimbursed advances made under the Indenture or the Servicing
Agreement on the Collateral Interest, plus (iv) accrued and unpaid interest on advances made under the Indenture or the Servicing
Agreement on the Collateral Interest, plus (v) any reasonable costs and expenses (including, but not limited to, the cost
of any enforcement action, incurred by the Issuer or the Trustee in connection with any such repurchase), plus (vi) any Liquidation
Fee payable to the Special Servicer in connection with a repurchase of the Collateral Interest by the Seller.


 






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Section 16.4     Operating
Advisor. If the Issuer, as holder of a Participation has the right pursuant to the related Asset Documents to appoint the
operating advisor, directing holder or Person serving a similar function under the Asset Documents, each of the Issuer, the Trustee
and the Collateral Manager shall take such actions as are reasonably necessary to appoint the Collateral Manager to such
position.


 


Section 16.5     Purchase
Right; Holder of a Majority of the Preferred Shares. If the Issuer, as holder of a Participation, has the right pursuant to the related
Asset Documents to purchase any other interest in the same Underlying Whole Loan as the Participation (an “Other Tranche”),
the Issuer shall, if directed by the Holder of a Majority of the Preferred Shares, exercise such right, if the Collateral Manager determines,
in accordance with the Collateral Management Standard, that the exercise of the option would be in the best interest of the Noteholders,
but shall not exercise such right if the Collateral Manager determines otherwise. The Collateral Manager shall deliver to the Trustee
an Officer’s Certificate certifying such determination, accompanied by an Act of the Holder of a Majority of the Preferred Shares
directing the Issuer to exercise such right. In connection with the purchase of any such Other Tranche(s), the Issuer shall assign to
the Holder of a Majority of the Preferred Shares or its designee all of its right, title and interest in such Other Tranche(s) in
exchange for a purchase price (such price and any other associated expense of such exercise to be paid by the Holder of a Majority of
the Preferred Shares) of the Other Tranche(s) (or, if the Asset Documents permit, the Issuer may assign the purchase right to the
Holder of a Majority of the Preferred Shares or its designee; otherwise the Holder of a Majority of the Preferred Shares or its designee
shall fund the purchase by the Issuer, which shall then assign the Other Tranche(s) to the Holder of a Majority of the Preferred
Shares or its designee), which amount shall be delivered by such Holder or its designee from its own funds to or upon the instruction
of the Collateral Manager in accordance with terms of the Asset Documents related to the acquisition of such Other Tranche(s). The Issuer
shall execute and deliver at the direction of such Holder of a Majority of the Preferred Shares such instruments of transfer or assignment
prepared by such Holder, in each case without recourse, as shall be necessary to transfer title to such Holder of the Majority of Preferred
Shares or its designee of the Other Tranche(s) and the Trustee shall have no responsibility with regard to such Other Tranche(s).
Notwithstanding anything to the contrary herein, any Other Tranche purchased hereunder by the Issuer shall not be subject to the Grant
to the Trustee under the Granting Clauses.


 






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ARTICLE 17


 


ADVANCING
AGENT


 


Section 17.1     Liability
of the Advancing Agent. The Advancing Agent shall be liable in accordance herewith only to the extent of the obligations specifically
imposed upon and undertaken by the Advancing Agent.


 


Section 17.2     Merger
or Consolidation of the Advancing Agent. (a) The Advancing Agent will keep in full effect its existence, rights and franchises
as a corporation under the laws of the jurisdiction in which it was formed, and will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability
of this Indenture to perform its duties under this Indenture.


 


(b)            Any
Person into which the Advancing Agent may be merged or consolidated, or any corporation resulting from any merger or consolidation to
which the Advancing Agent shall be a party, or any Person succeeding to the business of the Advancing Agent shall be the successor of
the Advancing Agent, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding (it being understood and agreed by the parties hereto that the consummation of any such
transaction by the Advancing Agent shall have no effect on the Backup Advancing Agent’s obligations under Section 10.7,
which obligations shall continue pursuant to the terms of Section 10.7).


 


Section 17.3     Limitation
on Liability of the Advancing Agent and Others. None of the Advancing Agent or any of its affiliates, directors, officers, employees
or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to
this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Advancing Agent
against liability to the Issuer or Noteholders for any breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent
disregard of obligations and duties hereunder. The Advancing Agent and any director, officer, employee or agent of the Advancing Agent
may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising
hereunder. The Advancing Agent and any director, officer, employee or agent of the Advancing Agent shall be indemnified by the Issuer
pursuant to the priorities set forth in Section 11.1(a) and held harmless against any loss, liability or expense incurred
in connection with any legal action relating to this Indenture or the Notes, other than any loss, liability or expense (i) specifically
required to be borne by the Advancing Agent pursuant to the terms hereof or otherwise incidental to the performance of obligations and
duties hereunder (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Indenture); or (ii) incurred
by reason of any breach of a representation, warranty or covenant made herein, any misfeasance, bad faith or negligence by the Advancing
Agent in the performance of or negligent disregard of, obligations or duties hereunder or any violation of any state or federal securities
law.


 






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Section 17.4     Representations
and Warranties of the Advancing Agent. The Advancing Agent represents and warrants that:


 


(a)            the
Advancing Agent (i) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware,
(ii) has full power and authority to own the Advancing Agent’s Collateral and to transact the business in which it is currently
engaged, and (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Advancing Agent’s ownership
or lease of property or the conduct of the Advancing Agent’s business requires, or the performance of this Indenture would require,
such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business,
operations, Collateral or financial condition of the Advancing Agent or the ability of the Advancing Agent to perform its obligations
under, or on the validity or enforceability of, the provisions of this Indenture applicable to the Advancing Agent;


 


(b)            the
Advancing Agent has full power and authority to execute, deliver and perform this Indenture; this Indenture has been duly authorized,
executed and delivered by the Advancing Agent and constitutes a legal, valid and binding agreement of the Advancing Agent, enforceable
against it in accordance with the terms hereof, except that the enforceability hereof may be subject to (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general
principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);


 


(c)            neither
the execution and delivery of this Indenture nor the performance by the Advancing Agent of its duties hereunder conflicts with or will
violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default under: (i) the Articles
of Incorporation and bylaws of the Advancing Agent, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant or instrument to which the Advancing Agent
is a party or is bound, (iii) any law, decree, order, rule or regulation applicable to the Advancing Agent of any court or regulatory,
administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Advancing Agent or its properties,
and which would have, in the case of any of (i), (ii) or (iii) of this Section 17.4(c), either individually or in
the aggregate, a material adverse effect on the business, operations, Collateral or financial condition of the Advancing Agent or the
ability of the Advancing Agent to perform its obligations under this Indenture;


 


(d)            no
litigation is pending or, to the best of the Advancing Agent’s knowledge, threatened, against the Advancing Agent that would materially
and adversely affect the execution, delivery or enforceability of this Indenture or the ability of the Advancing Agent to perform any
of its obligations under this Indenture in accordance with the terms hereof; and


 


(e)            no
consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other
Person is required for the performance by the Advancing Agent of its duties hereunder, except such as have been duly made or obtained.


 






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Section 17.5     Resignation
and Removal; Appointment of Successor. (a) No resignation or removal of the Advancing Agent and no appointment of a successor
Advancing Agent pursuant to this ARTICLE 17 shall become effective until the acceptance of appointment by the successor Advancing
Agent under Section 17.6.


 


(b)            The
Advancing Agent may, subject to Section 17.5(a), resign at any time by giving written notice thereof to the Issuer, the Co-Issuer,
the Collateral Manager, the Note Administrator, the Trustee, the Servicer, the Noteholders and the Rating Agencies.


 


(c)            The
Advancing Agent may be removed at any time by Act of Supermajority of the Preferred Shares upon written notice delivered to the Trustee
and to the Issuer and the Co-Issuer.


 


(d)            If
the Advancing Agent fails to make a required Interest Advance and it has not determined such Interest Advance to be a Nonrecoverable
Interest Advance, the Collateral Manager may, and at the direction of a Majority of the Controlling Class shall,
terminate such Advancing Agent and replace such Advancing Agent with a successor Advancing Agent, subject to the satisfaction of the
Rating Agency Condition. In the event that the Collateral Manager has not terminated and replaced such Advancing Agent within
30 days of such Advancing Agent’s failure to make a required Interest Advance, the Trustee may, and at the direction of a
Majority of the Controlling Class shall, terminate such Advancing Agent and appoint a successor Advancing Agent, subject to the
satisfaction of the Rating Agency Condition. Following the termination of the Advancing Agent, the Backup Advancing Agent will be
required to make Interest Advances until a successor advancing agent is appointed.


 


(e)            Subject
to Section 17.5(d), if the Advancing Agent shall resign or be removed, upon receiving such notice of resignation or removal,
the Issuer and the Co-Issuer shall promptly appoint a successor advancing agent by written instrument, in duplicate, executed by an
Authorized Officer of the Issuer and an Authorized Officer of the Co-Issuer, one copy of which shall be delivered to the Advancing
Agent so resigning and one copy to the successor Advancing Agent, together with a copy to each Noteholder, the Collateral Manager, the
Trustee, the Note Administrator, the Servicer and the Special Servicer; provided that such successor Advancing Agent shall be appointed
only subject to satisfaction of the Rating Agency Condition, upon the written consent of a Majority of Preferred Shareholders. If no successor
Advancing Agent shall have been appointed and an instrument of acceptance by a successor Advancing Agent shall not have been delivered
to the Advancing Agent within 30 days after the giving of such notice of resignation, the resigning Advancing Agent, the Trustee,
the Note Administrator, or any Preferred Shareholder, on behalf of himself and all others similarly situated, may petition any court of
competent jurisdiction for the appointment of a successor Advancing Agent.


 


(f)            The
Issuer and the Co-Issuer shall give prompt notice of each resignation and each removal of the Advancing Agent and each appointment
of a successor Advancing Agent by mailing written notice of such event by first class mail, postage prepaid, to the Rating Agencies, the
Trustee, the Note Administrator, and to the Holders of the Notes as their names and addresses appear in the Notes Register.


 






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Section 17.6     Acceptance
of Appointment by Successor Advancing Agent. (a) Every successor Advancing Agent appointed hereunder shall execute, acknowledge
and deliver to the Issuer, the Co-Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Trustee, the Note Administrator,
and the retiring Advancing Agent an instrument accepting such appointment hereunder and under the Servicing Agreement. Upon delivery of
the required instruments, the resignation or removal of the retiring Advancing Agent shall become effective and such successor Advancing
Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of
the retiring Advancing Agent hereunder and under the Servicing Agreement.


 


(b)            No
appointment of a successor Advancing Agent shall become effective unless the Rating Agency Condition has been satisfied with respect to
the appointment of such successor Advancing Agent.


 


Section 17.7     Removal
and Replacement of Backup Advancing Agent. The Note Administrator shall replace any successor Advancing Agent (excluding the Note
Administrator in its capacity as Backup Advancing Agent) upon receiving notice that such successor Advancing Agent’s long-term unsecured
debt rating at any time becomes lower than “A2” by Moody’s, and whose short-term unsecured debt rating becomes lower
than “P-1” by Moody’s, with a successor Advancing Agent that has a long-term unsecured debt rating of at least “A2”
by Moody’s, and whose short-term unsecured debt rating is at least “P-1” from Moody’s.


 


[SIGNATURE PAGES FOLLOW]


 






    -198-


     


    

 


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


 


	 	BSPRT 2022-FL8 ISSUER, LTD.,

as Issuer
	 	 	 
	 	Executed as a deed
	 	 	 
		By:	/s/ Micah Goodman

                                                                                Name: Micah Goodman
 Title: Authorized Signatory




 


BSPRT 2022-FL8 – Indenture


 






     


     


    

 





	 	BSPRT 2022-FL8 CO-ISSUER, LLC,

as Co-Issuer
	 	 	 
		By:	/s/ Micah Goodman

                                                                                Name: Micah Goodman
 Title: Authorized Signatory



 


BSPRT 2022-FL8 – Indenture


 






     


     


    

 


 





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

as Advancing Agent
	 	 	 
		By:	/s/ Micah Goodman

                                                                                Name: Micah Goodman
 Title: Authorized Signatory



 


BSPRT 2022-FL8 – Indenture


 






     


     


    

 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Note Administrator
	 	 	 
		By:	/s Scott D. DeRoss

                                                                     Name: Scott D. DeRoss
 Title: Senior Vice President




 


 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee
	 	 	 
		By:	/s Scott D. DeRoss

                                                                     Name: Scott D. DeRoss
 Title: Senior Vice President




 


 


	 	U.S. BANK NATIONAL ASSOCIATION,

as Custodian
	 	 	 
		By:	/s Scott D. DeRoss

                                                                     Name: Scott D. DeRoss
 Title: Senior Vice President




 


BSPRT 2022-FL8 – Indenture


 








     


     


    

 


SCHEDULE A


 


CLOSING DATE COLLATERAL INTERESTS


 


COLLATERAL INTEREST SCHEDULE


 


	#	 	Collateral Interest Name	 	Collateral Interest Cut-off 
 Date Balance	 	 	Collateral Interest Type
	1.	 	Pine Groves & Princeton Groves	 	$	78,050,000	 	 	 Participation
	2.	 	The Hargrove at Southpoint & The Sawyer	 	$	77,870,000	 	 	 Participation
	3.	 	45 West 81st Street	 	$	65,000,000	 	 	 Participation
	4.	 	Tides at Lewisville	 	$	64,281,014	 	 	 Participation
	5.	 	The Place at 1825	 	$	60,267,000	 	 	 Participation
	6.	 	Ascend at Tamarron	 	$	58,680,000	 	 	 Whole Loan
	7.	 	Emerson Apartments	 	$	56,930,000	 	 	 Participation
	8.	 	Enclave at Prestonwood	 	$	46,079,684	 	 	 Participation
	9.	 	Summit at Salado Creek	 	$	38,631,300	 	 	 Participation
	10.	 	Vista at Plum Creek Apartments	 	$	36,750,000	 	 	 Participation
	11.	 	The Harlem Apartment Portfolio(21)	 	$	36,729,328	 	 	 Whole Loan
	12.	 	Cienda Portfolio	 	$	35,020,213	 	 	 Participation
	13.	 	Southern Oaks Apartments	 	$	32,250,000	 	 	 Participation
	14.	 	Thayer Point Apartments	 	$	31,678,000	 	 	 Participation
	15.	 	Heather Ridge	 	$	28,879,647	 	 	 Participation
	16.	 	Concord Crossing	 	$	26,600,000	 	 	 Participation
	17.	 	Heritage Fields	 	$	25,572,969	 	 	 Participation
	18.	 	Leland Station	 	$	24,000,000	 	 	 Whole Loan
	19.	 	Center City Philadelphia Multifamily Portfolio	 	$	22,240,000	 	 	 Participation
	20.	 	The Vue Apartments	 	$	18,750,000	 	 	 Participation
	21.	 	Lake Village North	 	$	14,494,313	 	 	 Participation
	22.	 	The Willows Apartments	 	$	13,259,296	 	 	 Participation
	23.	 	Willow Creek & Orleans Square Apartments	 	$	13,168,000	 	 	 Participation
	24.	 	The Printhouse	 	$	11,760,000	 	 	 Participation



 


DELAYED CLOSE COLLATERAL INTEREST SCHEDULE


 


	#	 	Collateral Interest Name	 	Collateral Interest Cut-off 
 Date Balance	 	 	Collateral Interest Type
	1.	 	Rivet & Rivet 26	 	$	86,000,000	 	 	 Whole Loan
	2.	 	Arlowe Townhomes	 	$	22,301,059	 	 	 Participation




 






    Sch. A-1


     


    

 


SCHEDULE B


 


Benchmark


 


Calculation of the Benchmark


 


For
purposes of calculating Compounded SOFR, the Issuer and the Co-Issuer shall initially appoint the Note Administrator as calculation
agent (in such capacity, the “Calculation Agent”). Compounded SOFR with respect to any Interest Accrual Period
shall be determined by the Calculation Agent in accordance with the following provisions:


 


1.            On
each Benchmark Determination Date, Compounded SOFR shall equal the rate obtained by the Calculation Agent for “30-Day Average SOFR,”
as reported on the Compounded SOFR Source as of the Reference Time.


 


2.            If,
on any Benchmark Determination Date, Compounded SOFR does not appear on the Compounded SOFR Source by 5:00 p.m. (New York time),
then Compounded SOFR for purposes of calculating Compounded SOFR shall be the rate published on the last SOFR Business Day preceding such
Benchmark Determination Date for which Compounded SOFR was published.


 


3.            In
no event shall Compounded SOFR be less than zero.


 


In making the above calculations,
all percentages resulting from the calculation shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point
(0.00001%).


 






    Sch. B-1


     


    

 


SCHEDULE C


 


LIST OF AUTHORIZED OFFICERS OF COLLATERAL MANAGER


 


	Name	Title
	Thomas J. Gahan	Chief Executive Officer
	Michael E. Paasche	Senior Managing Director
	Richard Byrne	President
	David J. Manlowe	Chief Operating Officer and Senior Managing Director
	Michael Comparato	Managing Director and Head of BSP CRE
	Matt Jacobs	Managing Director and Chief Credit Officer of BSP CRE
	Tanya Mollova	Managing Director and Head of Asset Management
	Tiffany Putman	Managing Director and Head of Securitization
	Jerry Wong	Managing Director and Head of CRE Structuring and Trading
	Micah J. Goodman	Managing Director and General Counsel
	Jerome Baglien	CFO Commercial Real Estate Debt


 








    Sch. C-1