Exhibit 10.1


 








EXECUTION VERSION





 


Dated as of August 15, 2019


 


 


STWD 2019-FL1, LTD.,

as Issuer


 


STWD 2019-FL1, LLC,

as Co-Issuer


 


STARWOOD PROPERTY MORTGAGE, L.L.C.,

as Advancing Agent


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Note Administrator


 


and


 


Wells
Fargo Bank, National Association,

as Custodian


 





 






 


INDENTURE


 





 



 



    


     


    







 





Table
of Contents







 





	 	Page
	 	 
	ARTICLE 1 DEFINITIONS	3
	Section 1.1.	Definitions	3
	Section 1.2.	Interest Calculation Convention	58
	Section 1.3.	Rounding Convention	58
	ARTICLE 2 THE NOTES	58
	Section 2.1.	Forms Generally	58
	Section 2.2.	Forms of Notes and Certificate of Authentication	59
	Section 2.3.	Authorized Amount; Stated Maturity Date; and Denominations	60
	Section 2.4.	Execution, Authentication, Delivery and Dating	61
	Section 2.5.	Registration, Registration of Transfer and Exchange	62
	Section 2.6.	Mutilated, Defaced, Destroyed, Lost or Stolen Note	70
	Section 2.7.	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	71
	Section 2.8.	Persons Deemed Owners	76
	Section 2.9.	Cancellation	76
	Section 2.10.	Global Notes; Definitive Notes; Temporary Notes	76
	Section 2.11.	U.S. Federal Income Tax Treatment of Notes and the Issuer	78
	Section 2.12.	Authenticating Agents	79
	Section 2.13.	Forced Sale on Failure to Comply with Restrictions	80
	Section 2.14.	No Gross Up	81
	Section 2.15.	Credit Risk Retention	81
	Section 2.16.	Exchangeable Notes; Exchange of MASCOT Notes	81
	Section 2.17.	Effect of Benchmark Transition Event	83
	ARTICLE 3 CONDITIONS PRECEDENT; PLEDGED COLLATERAL INTERESTS	84
	Section 3.1.	General Provisions	84
	Section 3.2.	Security for Offered Notes and the Class E-E Notes and the Class E-X Notes	87
	Section 3.3.	Transfer of Collateral	89
	ARTICLE 4 SATISFACTION AND DISCHARGE	97
	Section 4.1.	Satisfaction and Discharge of Indenture	97



 



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Table
of Contents


(continued)







 


	 	Page
	 	 
	Section 4.2.	Application of Amounts Held in Trust	99
	Section 4.3.	Repayment of Amounts Held by Paying Agent	99
	Section 4.4.	Limitation on Obligation to Incur Company Administrative Expenses	100
	ARTICLE 5 REMEDIES	100
	Section 5.1.	Events of Default	100
	Section 5.2.	Acceleration of Maturity; Rescission and Annulment	102
	Section 5.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	105
	Section 5.4.	Remedies	108
	Section 5.5.	Preservation of Collateral	110
	Section 5.6.	Trustee May Enforce Claims Without Possession of Notes	111
	Section 5.7.	Application of Amounts Collected	111
	Section 5.8.	Limitation on Suits	111
	Section 5.9.	Unconditional Rights of Noteholders to Receive Principal and Interest	112
	Section 5.10.	Restoration of Rights and Remedies	112
	Section 5.11.	Rights and Remedies Cumulative	113
	Section 5.12.	Delay or Omission Not Waiver	113
	Section 5.13.	Control by the Controlling Class	113
	Section 5.14.	Waiver of Past Defaults	113
	Section 5.15.	Undertaking for Costs	114
	Section 5.16.	Waiver of Stay or Extension Laws	114
	Section 5.17.	Sale of Collateral	115
	Section 5.18.	Action on the Notes	116
	ARTICLE 6 THE TRUSTEE AND NOTE ADMINISTRATOR	116
	Section 6.1.	Certain Duties and Responsibilities	116
	Section 6.2.	Notice of Default	118
	Section 6.3.	Certain Rights of Trustee and Note Administrator	119
	Section 6.4.	Not Responsible for Recitals or Issuance of Notes	122
	Section 6.5.	May Hold Notes	122



 



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Table
of Contents


(continued)







 


	 	Page
	 	 
	Section 6.6.	Amounts Held in Trust	122
	Section 6.7.	Compensation and Reimbursement	122
	Section 6.8.	Corporate Trustee Required; Eligibility	124
	Section 6.9.	Resignation and Removal; Appointment of Successor	124
	Section 6.10.	Acceptance of Appointment by Successor	127
	Section 6.11.	Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator	127
	Section 6.12.	Co-Trustees and Separate Trustee	128
	Section 6.13.	Direction to Enter Into the Servicing Agreement	129
	Section 6.14.	Representations and Warranties of the Trustee	129
	Section 6.15.	Representations and Warranties of the Note Administrator	130
	Section 6.16.	Requests for Consents	130
	Section 6.17.	Withholding	131
	ARTICLE 7 COVENANTS	131
	Section 7.1.	Payment of Principal and Interest	131
	Section 7.2.	Maintenance of Office or Agency	132
	Section 7.3.	Amounts for Note Payments to be Held in Trust	132
	Section 7.4.	Existence of the Issuer and Co-Issuer	135
	Section 7.5.	Protection of Collateral	137
	Section 7.6.	Notice of Any Amendments	139
	Section 7.7.	Performance of Obligations	139
	Section 7.8.	Negative Covenants	140
	Section 7.9.	Statement as to Compliance	142
	Section 7.10.	Issuer and Co-Issuer May Consolidate or Merge Only on Certain Terms	143
	Section 7.11.	Successor Substituted	146
	Section 7.12.	No Other Business	146
	Section 7.13.	Reporting	147
	Section 7.14.	Calculation Agent	147
	Section 7.15.	REIT Status	148
	Section 7.16.	Permitted Subsidiaries	149



 



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Table
of Contents


(continued)







 


	 	Page
	 	 
	Section 7.17.	Repurchase Requests	150
	Section 7.18.	Servicing of Commercial Real Estate Loans and Control of Servicing Decisions	150
	Section 7.19.	ABS Due Diligence Services	151
	ARTICLE 8 SUPPLEMENTAL INDENTURES	151
	Section 8.1.	Supplemental Indentures Without Consent of Securityholders	151
	Section 8.2.	Supplemental Indentures with Consent of Securityholders	155
	Section 8.3.	Execution of Supplemental Indentures	157
	Section 8.4.	Effect of Supplemental Indentures	159
	Section 8.5.	Reference in Notes to Supplemental Indentures	159
	ARTICLE 9 REDEMPTION OF SECURITIES; REDEMPTION PROCEDURES	160
	Section 9.1.	Clean-up Call; Tax Redemption; Optional Redemption; and Auction Call Redemption	160
	Section 9.2.	Notice of Redemption	162
	Section 9.3.	Notice of Redemption or Maturity	162
	Section 9.4.	Notes Payable on Redemption Date	163
	Section 9.5.	Mandatory Redemption	163
	ARTICLE 10 ACCOUNTS, ACCOUNTINGS AND RELEASES	163
	Section 10.1.	Collection of Amounts; Custodial Account	163
	Section 10.2.	Reinvestment and Replenishment Account	164
	Section 10.3.	Payment Account	165
	Section 10.4.	[Reserved]	166
	Section 10.5.	[Reserved]	166
	Section 10.6.	Interest Advances	166
	Section 10.7.	Reports by Parties	169
	Section 10.8.	Reports; Accountings	170
	Section 10.9.	Release of Collateral Interests; Release of Collateral	173
	Section 10.10.	Information Available Electronically	174
	Section 10.11.	Investor Q&A Forum; Investor Registry	178
	Section 10.12.	Certain Procedures	180



 






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Table
of Contents


(continued)



 


	 	Page
	 	 
	ARTICLE 11 APPLICATION OF FUNDS	180
	Section 11.1.	Disbursements of Amounts from Payment Account	180
	Section 11.2.	Securities Accounts	188
	ARTICLE 12 SALE OF COLLATERAL INTERESTS; REINVESTMENT COLLATERAL INTERESTS; REPLENISHMENT PERIOD; EXCHANGE COLLATERAL INTERESTS; FUTURE FUNDING ESTIMATES	188
	Section 12.1.	Sales of Collateral Interests	188
	Section 12.2.	Reinvestment Collateral Interests; Replenishment Period	193
	Section 12.3.	Conditions Applicable to all Transactions Involving Sale or Grant	194
	Section 12.4.	Modifications to Note Protection Tests	195
	Section 12.5.	Future Funding Agreement	195
	ARTICLE 13 NOTEHOLDERS’ RELATIONS	196
	Section 13.1.	Subordination	196
	Section 13.2.	Standard of Conduct	199
	ARTICLE 14 MISCELLANEOUS	199
	Section 14.1.	Form of Documents Delivered to the Trustee and Note Administrator	199
	Section 14.2.	Acts of Securityholders	200
	Section 14.3.	Notices, etc., to the Trustee, the Note Administrator, the Issuer, the Co-Issuer, the Advancing Agent, the Servicer, the Special Servicer, the Preferred Share Paying Agent, the Placement Agents, the Collateral Manager and the Rating Agencies	201
	Section 14.4.	Notices to Noteholders; Waiver	203
	Section 14.5.	Effect of Headings and Table of Contents	204
	Section 14.6.	Successors and Assigns	204
	Section 14.7.	Severability	204
	Section 14.8.	Benefits of Indenture	204
	Section 14.9.	Governing Law; Waiver of Jury Trial	204
	Section 14.10.	Submission to Jurisdiction	205
	Section 14.11.	Counterparts	205
	Section 14.12.	Liability of Co-Issuers	205
	Section 14.13.	17g-5 Information	205



 



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Table
of Contents


(continued)


 



	 	Page
	 	 
	Section 14.14.	Rating Agency Condition	208
	Section 14.15.	Patriot Act Compliance	208
	ARTICLE 15 ASSIGNMENT OF THE COLLATERAL INTEREST PURCHASE AGREEMENT	209
	Section 15.1.	Assignment of Collateral Interest Purchase Agreement	209
	ARTICLE 16 CURE RIGHTS; PURCHASE RIGHTS	211
	Section 16.1.	Collateral Interest Purchase Agreements	211
	Section 16.2.	Representations and Warranties Related to Reinvestment Collateral Interests and Exchange Collateral Interests	211
	Section 16.3.	Operating Advisor	212
	Section 16.4.	Purchase Right; Holder of a Majority of the Preferred Shares	212
	ARTICLE 17 ADVANCING AGENT	213
	Section 17.1.	Liability of the Advancing Agent	213
	Section 17.2.	Merger or Consolidation of the Advancing Agent	213
	Section 17.3.	Limitation on Liability of the Advancing Agent and Others	213
	Section 17.4.	Representations and Warranties of the Advancing Agent	214
	Section 17.5.	Resignation and Removal; Appointment of Successor	215
	Section 17.6.	Acceptance of Appointment by Successor Advancing Agent	216
	Section 17.7.	Removal and Replacement of Backup Advancing Agent	216







 


SCHEDULES


 


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




 



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Table
of Contents


(continued)



 


	 	Page
	 	 
	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 F-3	Form of Class E-E Sixth
    Priority Secured Floating Rate Note (Global Note)	 
	 	 	 
	Exhibit F-4	Form of Class E-E Sixth
    Priority Secured Floating Rate Note (Definitive Note)	 
	 	 	 
	Exhibit F-5	Form of Class E-X Sixth
    Priority Secured Floating Rate Note (Global Note)	 
	 	 	 
	Exhibit F-6	Form of Class E-X 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 G-3	Form of Class F-E Seventh
    Priority Floating Rate Note (Global Note)	 
	 	 	 
	Exhibit G-4	Form of Class F-E Seventh
    Priority Floating Rate Note (Definitive Note)	 
	 	 	 
	Exhibit G-5	Form of Class F-X Seventh
    Priority Floating Rate Note (Global Note)	 
	 	 	 
	Exhibit G-6	Form of Class F-X Seventh
    Priority Floating Rate Note (Definitive Note)	 



 






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Table
of Contents


(continued)



 


	 	Page
	 	 	 
	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 H-3	Form of Class G-E Eighth
    Priority Floating Rate Note (Global Note)	 
	 	 	 
	Exhibit H-4	Form of Class G-E Eighth
    Priority Floating Rate Note (Definitive Note)	 
	 	 	 
	Exhibit H-5	Form of Class G-X Eighth
    Priority Floating Rate Note (Global Note)	 
	 	 	 
	Exhibit H-6	Form of Class G-X Eighth
    Priority Floating Rate Note (Definitive Note)	 
	 	 	 
	Exhibit I-1	Form of Transfer Certificate
    – Regulation S Global Note	 
	 	 	 
	Exhibit I-2	Form of Transfer Certificate
    – Rule 144A Global Note	 
	 	 	 
	Exhibit I-3	Form of Transfer Certificate
    – Definitive Note	 
	 	 	 
	Exhibit J	[Reserved]	 
	 	 	 
	Exhibit K	Form of Custodian Receipt	 
	 	 	 
	Exhibit L	Form of Request for Release
    of Documents and Receipt	 
	 	 	 
	Exhibit M	Form of Auction Call
    Procedure	 
	 	 	 
	Exhibit N	Form of NRSRO Certification	 
	 	 	 
	Exhibit O	Form of Note Administrator’s
    Monthly Report	 
	 	 	 
	Exhibit P-1	Form of Investor Certification
    (for Non-Borrower Affiliates)	 
	 	 	 
	Exhibit P-2	Form of Investor Certification
    (for Borrower Affiliates)	 
	 	 	 
	Exhibit Q	Form of Online Market
    Data Provider Certification	 
	 	 	 
	Exhibit
    R	Form of Officer’s
    Certificate of the Collateral Manager with Respect to the Acquisition of Collateral Interests	 
	 	 	 
	Exhibit
    S	MASCOT Note Officer’s
    Certificate	 
	 	 	 
	Exhibit
    T	Beneficial Holder Information
    Form	 




 






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INDENTURE, dated as
of August 15, 2019, by and among STWD 2019-FL1, LTD., as issuer (the “Issuer”), STWD 2019-FL1, LLC, as co-issuer
(the “Co-Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (herein, together with its permitted successors
and assigns in the trusts hereunder, the “Trustee”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as note administrator,
paying agent, calculation agent, transfer agent, authenticating agent, notes registrar and backup advancing agent (in all of the
foregoing capacities, together with its permitted successors and assigns, the “Note Administrator”), Wells
Fargo Bank, National Association, as custodian (herein, together with its permitted successors and assigns in the trusts
hereunder, the “Custodian”), and STARWOOD PROPERTY MORTGAGE, L.L.C. (including any successor by merger, “Starwood
Property Mortgage”), 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 Custodian, 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 CLAUSE


 


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 the Custodian) herewith, including all payments thereon or with
respect thereto, and all Collateral Interests which are delivered to the Trustee (directly or through the Custodian) after the
Closing Date pursuant to the terms hereof (including all Reinvestment Collateral Interests and Exchange Collateral Interests acquired
by the Issuer after the Closing Date) and all payments thereon or with respect thereto, in each case, other than Retained Interest,
if any, under, and as defined in, the Collateral Interest Purchase Agreement;


 


(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;


 






    1 


     


    

 


(c)              
the Eligible Investments;


 


(d)              
the rights of the Issuer under the Collateral Management Agreement, the Collateral Interest Purchase Agreement, the 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 the Excepted Property, is referred to herein as the
“Collateral.” Such Grants are made to secure the Offered Notes and the Class E-E Notes and the Class E-X Notes
equally and ratably without prejudice, priority or distinction between any Offered Note, the Class E-E Notes and the Class E-X
Notes and any other Offered Note, the Class E-E Notes and the Class E-X Notes, as applicable, 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 and the Class E-E Notes and the Class E-X 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.


 






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


 


CREDIT RISK RETENTION


 


On the Closing
Date, pursuant to the EU Risk Retention Letter, the Retention Holder will retain 100% of the Preferred Shares. The Preferred Shares
are referred to in this Indenture as the EHRI. The fair value of the EHRI is $77,000,000.


 


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, 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).


 


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


 


“17g-5 Website”:
A password-protected internet website maintained by the 17g-5 Information Provider, which shall initially be located at www.ctslink.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”:
The Investment Company Act of 1940, as amended.


 






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“Accepted
Loan Servicer”: Any commercial mortgage loan master or primary servicer that (1) is engaged in the business of servicing
commercial real estate loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Collateral Interests
owned or to be owned by the Issuer, (2) within the prior 12-month period, has acted as a servicer in a commercial mortgage
backed securities transaction rated by Moody’s and 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 rated by Moody’s in any commercial mortgage backed securities transaction
serviced by such servicer prior to the time of determination and (3) within the prior twelve (12) month period, has acted as a
servicer in a commercial mortgage backed securities transaction rated by DBRS and DBRS 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 rated by DBRS.


 


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


 


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


 


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


 


“Acquisition
and Disposition Requirements”: With respect to any acquisition (whether by purchase, exchange or substitution) 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 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”: The meaning specified in Section 12.2(a).


 


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


 


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


 


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


 


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


 


“Advancing
Agent”: Starwood Property Mortgage, 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.


 






    4 


     


    

 


“Advancing
Agent Fee”: The fee payable monthly in arrears on each Payment Date to the Advancing Agent or Backup Advancing Agent,
as applicable, in accordance with the Priority of Payments, equal to 0.02% per annum on the Aggregate Outstanding Amount
of the Class A Notes, the Class A-S Notes and the Class B Notes on such Payment Date prior to giving effect to distributions with
respect to such Payment Date; which fee is hereby waived by the Advancing Agent for so long as (i) Starwood Property Mortgage (or
any of its Affiliates) is the Advancing Agent and (ii) any of its Affiliates owns the Preferred Shares. Such fee shall accrue on
the basis of the actual number of days during the related Interest Accrual Period divided by 360.


 


“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.


 


“Aggregate
Deal Balance”: The expected initial transaction size of $1,100,000,000, which amount consists of Closing Date Collateral
Interests with an aggregate principal balance as of the Cut-off Date of $1,100,000,000.


 


“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 plus (i) in the case of
the Class C Notes, any Class C Deferred Interest, (ii) in the case of the Class D Notes, any Class D Deferred Interest,
(iii) in the case of the Class E Notes, any Class E Deferred Interest, (iv) in the case of the Class E-E Notes, any Class
E-E Deferred Interest, (v) in the case of the Class F Notes, any Class F Deferred Interest, (vi) in the case of the Class
F-E Notes, any Class F-E Deferred Interest, (vii) in the case of the Class G Notes, any Class G Deferred Interest or (viii)
in the case of the Class G-E Notes, any Class G-E Deferred Interest.


 


“Aggregate
Outstanding Notional Amount”: With respect to any MASCOT Interest Only Notes on any date of determination, the aggregate
notional amount of such MASCOT Interest Only Notes, which will equal the Aggregate Outstanding Amount on such date of the MASCOT
P&I Notes that were issued with such MASCOT Interest Only Notes in connection with an exchange. For the avoidance of doubt,
any payment of principal to any MASCOT P&I Notes will constitute a corresponding reduction of the Aggregate Outstanding Notional
Amount of the related MASCOT Interest Only Notes.


 






    5 


     


    

 


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


 


“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.


 


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


 


“Appraisal
Reduction Amount”: For any Collateral Interest with respect to which an Appraisal Reduction Event has occurred, an amount
calculated by the Special Servicer equal to the excess, if any, of (a) the Principal Balance thereof, plus all other amounts
due and unpaid with respect thereto, over (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 underlying mortgaged property related to such Collateral Interest, plus (ii) the aggregate amount of all
reserves, letters of credit and escrows held in connection therewith (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 therefor (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 will be allocated to such participation interest as provided under
the applicable Participation Agreement.


 


“Appraisal
Reduction Event”: With respect to any Collateral Interest, 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 Collateral Interest becomes a Modified Collateral Interest; or (v) a payment default occurs with respect
to a balloon payment due on such Collateral Interest; provided, however, that if (i) the related borrower is diligently
seeking a refinancing commitment, (ii) the related borrower continues to make its original scheduled payments, (iii) no other Appraisal
Reduction Event has occurred with respect to such Collateral Interest, and (iv) 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 the right to elect and did so elect pursuant to
the instrument related to such Collateral Interest) of such Collateral Interest; and provided, further, that if the related
borrower has delivered to the Special Servicer, on or before the 60th day after the original maturity date, refinancing documentation
or a purchase and sale agreement reasonably acceptable to the Special Servicer, and the borrower continues to make its original
scheduled payments and no other Appraisal Reduction Event has occurred with respect to such Collateral Interest, then an Appraisal
Reduction Event will be deemed not to occur until the earlier of (A) 120 days following the original maturity date of such Collateral
Interest and (B) termination of the refinancing documentation or purchase and sale agreement.


 






    6 


     


    

 


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


 


“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 18 months prior to the
date of determination, 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, 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, further, that if the appraisal was not obtained
within three 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 Reinvestment
Collateral Interest and 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 the related Companion Participation(s)
(assuming fully funded). In determining the As-Stabilized LTV for any Reinvestment Collateral Interest and 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 Replacement
Percentage”: On any date of determination on which the Benchmark is LIBOR, a fraction (expressed as a percentage)
where (1) the numerator is the Aggregate Principal Balance of the Collateral Interests for which interest payments under such Collateral
Interest would be calculated with reference to a benchmark other than the then-current Benchmark and (2) the denominator is Aggregate
Principal Balance of all of the Collateral Interests; provided, however, that if the Benchmark is not LIBOR, the
Asset Replacement Percentage shall be deemed to be 0.00%.


 


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


 


“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.


 


“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 or the Special 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.


 






    7 


     


    

 


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


 


“Bankruptcy
Code”: The federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Law (2018 Revision) of
the Cayman Islands, the Bankruptcy Law (1997 Revision) 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”:
Initially, LIBOR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.


 


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


 


“Benchmark
Replacement”: The first alternative set forth in the order below that the Collateral Manager determines is able to be
implemented as of the date which is thirty (30) calendar days prior to the related Benchmark Replacement Date:


 


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


 


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


 


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


 


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


 


(5)            the
sum of: (a) the alternate rate of interest that has been selected by the 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.


 






    8 


     


    

 


“Benchmark
Replacement Adjustment”: With respect to any Benchmark Replacement, the first alternative set forth in the order below
that the Collateral Manager determines is able to be implemented with respect to such Benchmark Replacement as of the date which
is thirty (30) calendar days prior to the related 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 or 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, the method for determining
the Benchmark Replacement and other administrative matters) that, the Collateral Manager decides may be appropriate to reflect
the adoption of such Benchmark or Benchmark Replacement, as applicable, 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 or Benchmark Replacement, as applicable,
exists, in such other manner as the Collateral Manager determines is reasonably necessary.


 


“Benchmark
Replacement Date”: With respect to any Benchmark and any related Benchmark Transition Event (or notice of the redetermination
of the Benchmark Replacement to Term SOFR in accordance with Section 2.17(b)), the first Benchmark Determination Date (as
the same may have been amended pursuant to a supplemental indenture implementing applicable Benchmark Replacement Conforming Changes)
occurring on or after the 60th calendar day following notice by the Collateral Manager to the Issuer, the Co-Issuer,
the Advancing Agent, the Servicer, the Trustee and the Note Administrator of the occurrence of such Benchmark Transition Event
(or the 60th calendar day following the notice of the redetermination of the Benchmark Replacement to Term SOFR in accordance
with Section 2.17(b)); provided, however, that notwithstanding the occurrence of any Benchmark Replacement Date, until a
Benchmark Replacement has been selected in accordance with the provisions of this Indenture, the then-current Benchmark will remain
in effect.


 






    9 


     


    

 


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


 


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


 


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


 


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


 


(4)            the
Asset Replacement Percentage is greater than 50%, as calculated by the Collateral Manager based on the aggregate principal balance
of each applicable Commercial Real Estate Loan, as reported in the most recent monthly report of Servicer.


 


“Beneficial
Holder Information Form”: A beneficial holder information form substantially in the form of Exhibit T hereto.


 


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


 


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


 


“BofA”:
BofA Securities, Inc.


 


“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, Charlotte, North Carolina, Oakland, 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).


 


“Calculation
Amount”: With respect to (a) any Modified Collateral Interest, the Principal Balance thereof minus any related
Appraisal Reduction Amounts; and with respect to (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.


 






    10 


     


    

 


“Capital One
Securities”: Capital One Securities, Inc.


 


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


 


“Cayman FATCA
Legislation”: The Cayman Islands Tax Information Authority Law (2017 Revision) (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.


 


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


 


“Citigroup”:
Citigroup Global Markets Inc.


 


“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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes,
the Class G-E Notes or the Class G-X Notes, as applicable.


 


“Class A Benchmark
Spread”: (i) With respect to each Payment Date (and related Interest Accrual Period), 1.080% plus (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in June 2025, 0.25%.


 


“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) at the Class A Rate.


 


“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 2038, 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) the Benchmark (determined as described herein) plus (b) the Class A Benchmark Spread.


 






    11 


     


    

 



 


“Class A-S
Benchmark Spread”: (i) With respect to each Payment Date (and related Interest Accrual Period), 1.400% plus (ii)
with respect to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in June 2025, 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) at the
Class A-S Rate.


 


“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 2038, 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) the Benchmark (determined as described herein) plus (b) the Class A-S Benchmark
Spread.


 


“Class B Benchmark
Spread”: (i) With respect to each Payment Date (and related Interest Accrual Period), 1.600% plus (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in June 2025, 0.50%.


 


“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) at the Class B Rate.


 


“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 2038, 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) the Benchmark (determined as described herein) plus (b) the Class B Benchmark Spread.


 






    12 


     


    

 










“Class C Benchmark
Spread”: (i) With respect to each Payment Date (and related Interest Accrual Period), 1.950% plus (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in June 2025, 0.50%.


 


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


 


“Class C Deferred
Interest”: So long as any of the Class A Notes, the Class A-S Notes or the 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 2038, 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) the Benchmark (determined as described herein) plus (b) the Class C Benchmark Spread.


 


“Class D Benchmark
Spread”: (i) With respect to each Payment Date (and related Interest Accrual Period), 2.350% plus (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in June 2025, 0.50%.


 


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


 


“Class D Deferred
Interest”: 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,
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.


 



    13 


     


    

 


“Class D Notes”:
The Class D Fifth Priority Secured Floating Rate Notes Due 2038, 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) the Benchmark (determined as described herein) plus (b) the Class D Benchmark Spread.


 


“Class E Benchmark
Spread”: (i) With respect to each Payment Date (and related Interest Accrual Period), 2.700% plus (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in June 2025, 0.50%.


 


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


 


“Class E Deferred
Interest”: 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, 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 2038, 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) the Benchmark (determined as described herein) plus (b) the Class E Benchmark Spread.


 


“Class E-E
Defaulted Interest Amount”: If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or
Class D Notes are outstanding, with respect to the Class E-E Notes as of each Payment Date, the accrued and unpaid amount
due to holders of the Class E-E Notes on account of any shortfalls in the payment of the Class E-E Interest Distribution Amount
with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the
interest rate on the Class E-E Notes described in Section 2.16.


 


“Class E-E
Deferred Interest”: 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, any interest due on the Class E-E Notes and the Class E-X Notes that is not paid
as a result of the operation of the Priority of Payments on any Payment Date. Any Class E-E Deferred Interest added to the Aggregate
Outstanding Amount of the Class E-E Notes shall have the effect of increasing the Aggregate Outstanding Notional Amount of the
Class E-X Notes.


 






    14 


     


    

 


“Class E-E
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class E-E Notes on account of interest
equal to the product of (i) the Aggregate Outstanding Amount of the Class E-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
interest rate on the Class E-E Notes described in Section 2.16.


 


“Class E-E
Notes”: The meaning specified in Section 2.3.


 


“Class E-X
Defaulted Interest Amount”: If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or
Class D Notes are outstanding, with respect to the Class E-X Notes as of each Payment Date, the accrued and unpaid amount
due to holders of the Class E-X Notes on account of any shortfalls in the payment of the Class E-X Interest Distribution Amount
with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the
interest rate on the Class E-X Notes described in Section 2.16.


 


“Class E-X
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class E-X Notes on account of interest
equal to the product of (i) the Aggregate Outstanding Notional Amount of the Class E-X 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 interest rate on the Class E-X Notes described in Section 2.16.


 


“Class E-X
Notes”: The meaning specified in Section 2.3.


 


“Class F Benchmark
Spread”: (i) With respect to each Payment Date (and related Interest Accrual Period), 3.650% plus (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in September 2021, 0.50%.


 


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


 


“Class F Deferred
Interest”: 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 (including any corresponding Class E-E Notes and Class E-X Notes, if applicable)
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.


 






    15 


     


    

 


“Class F Notes”:
The Class F Seventh Priority Floating Rate Notes Due 2038, 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) the Benchmark (determined as described herein) plus (b) the Class F Benchmark Spread.


 


“Class F-E
Defaulted Interest Amount”: If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D
Notes, Class E Notes, Class E-E Notes or Class E-X Notes are outstanding, with respect to the Class F-E Notes as of each
Payment Date, the accrued and unpaid amount due to holders of the Class F-E Notes on account of any shortfalls in the payment
of the Class F-E Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest
accrued thereon (to the extent lawful) at the interest rate on the Class F-E Notes described in Section 2.16.


 


“Class F-E
Deferred Interest”: 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 (including any corresponding Class E-E Notes and Class E-X Notes, if applicable)
are outstanding, any interest due on the Class F-E Notes and the Class F-X Notes that is not paid as a result of the operation
of the Priority of Payments on any Payment Date. Any Class F-E Deferred Interest added to the Aggregate Outstanding Amount of the
Class F-E Notes shall have the effect of increasing the Aggregate Outstanding Notional Amount of the Class F-X Notes.


 


“Class F-E
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class F-E Notes on account of interest
equal to the product of (i) the Aggregate Outstanding Amount of the Class F-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
interest rate on the Class F-E Notes described in Section 2.16.


 


“Class F-E
Notes”: The meaning specified in Section 2.3.


 


“Class F-X
Defaulted Interest Amount”: If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D
Notes, Class E Notes, Class E-E Notes or Class E-X Notes are outstanding, with respect to the Class F-X Notes as of each
Payment Date, the accrued and unpaid amount due to holders of the Class F-X Notes on account of any shortfalls in the payment
of the Class F-X Interest Distribution Amount with respect to any preceding Payment Date or Payment Dates, together with interest
accrued thereon (to the extent lawful) at the interest rate on the Class F-X Notes described in Section 2.16.


 


“Class F-X
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class F-X Notes on account of interest
equal to the product of (i) the Aggregate Outstanding Notional Amount of the Class F-X 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 interest rate on the Class F-X Notes described in Section 2.16.


 


“Class F-X
Notes”: The meaning specified in Section 2.3.


 






    16 


     


    

 


“Class G Benchmark
Spread”: (i) With respect to each Payment Date (and related Interest Accrual Period), 5.650% plus (ii) with respect
to each Payment Date (and related Interest Accrual Period) on and after the Payment Date in September 2021, 0.50%.


 


“Class G Defaulted
Interest Amount”: If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D
Notes, Class E Notes, Class E-E Notes, Class E-X Notes, Class F Notes, Class F-E Notes or Class F-X Notes are outstanding,
with respect to the Class G Notes as of each Payment Date, 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) at the Class G Rate.


 


“Class G Deferred
Interest”: 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 (including any corresponding Class E-E Notes and Class E-X Notes, if applicable)
and the Class F Notes (including any corresponding Class F-E Notes and Class F-X Notes, if applicable) 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 2038, 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) the Benchmark (determined as described herein) plus (b) the Class G Benchmark Spread.


 


“Class G-E
Defaulted Interest Amount”: If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D
Notes, Class E Notes, Class E-E Notes, Class E-X Notes, Class F Notes, Class F-E Notes or Class F-X Notes are outstanding,
with respect to the Class G-E Notes as of each Payment Date, the accrued and unpaid amount due to holders of the Class G-E
Notes on account of any shortfalls in the payment of the Class G-E Interest Distribution Amount with respect to any preceding Payment
Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the interest rate on the Class G-E Notes
described in Section 2.16.


 


“Class G-E
Deferred Interest”: 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 (including any corresponding Class E-E Notes and Class E-X Notes, if applicable)
and the Class F Notes (including any corresponding Class F-E Notes and Class F-X Notes, if applicable) are outstanding, any
interest due on the Class G-E Notes and the Class G-X Notes that is not paid as a result of the operation of the Priority of Payments
on any Payment Date. Any Class G-E Deferred Interest added to the Aggregate Outstanding Amount of the Class G-E Notes shall have
the effect of increasing the Aggregate Outstanding Notional Amount of the Class G-X Notes.


 






    17 


     


    

 


“Class G-E
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class G-E Notes on account of interest
equal to the product of (i) the Aggregate Outstanding Amount of the Class G-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
interest rate on the Class G-E Notes described in Section 2.16.


 


“Class G-E
Notes”: The meaning specified in Section 2.3.


 


“Class G-X
Defaulted Interest Amount”: If no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D
Notes, Class E Notes, Class E-E Notes, Class E-X Notes, Class F Notes, Class F-E Notes or Class F-X Notes are outstanding,
with respect to the Class G-X Notes as of each Payment Date, the accrued and unpaid amount due to holders of the Class G-X
Notes on account of any shortfalls in the payment of the Class G-X Interest Distribution Amount with respect to any preceding Payment
Date or Payment Dates, together with interest accrued thereon (to the extent lawful) at the interest rate on the Class G-X Notes
described in Section 2.16.


 


“Class G-X
Interest Distribution Amount”: On each Payment Date, the amount due to Holders of the Class G-X Notes on account of interest
equal to the product of (i) the Aggregate Outstanding Notional Amount of the Class G-X 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 interest rate on the Class G-X Notes described in Section 2.16.


 


“Class G-X
Notes”: The meaning specified in Section 2.3.


 


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


 


“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”:
August 15, 2019.


 


“Closing Date
Collateral Interests”: The Mortgage Loans, the Combined Loans and the Participations listed on Schedule A
attached hereto that are acquired by the Issuer on the Closing Date.


 


“Co-Issuer”:
STWD 2019-FL1, 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.


 






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


 


“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).


 


“Collateral
Interest Purchase Agreement”: The collateral interest purchase agreement entered into between the Issuer, the Seller,
Starwood Property Mortgage and Sub-REIT on or about the Closing Date, as amended or supplemented from time to time, which agreement
is assigned to the Trustee on behalf of the Issuer pursuant to the Indenture, together with any collateral interest purchase agreement
or subsequent transfer instrument entered into between the Issuer and the Seller in connection with the acquisition of a Reinvestment
Collateral Interest and/or an Exchange Collateral Interest.


 


“Collateral
Interests”: The Closing Date Collateral Interests, the Reinvestment Collateral Interests and the Exchange Collateral
Interests, individually or collectively as the context may require.


 


“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”: STWD Investment Management, LLC, a Delaware limited liability company, each of STWD Investment Management,
LLC’s permitted successors and assigns or any successor Person that shall have become the Collateral Manager pursuant to
the provisions of the Collateral Management Agreement and thereafter “Collateral Manager” shall mean such successor
Person.


 


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


 


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


 


“Combined
Loan”: Collectively, any Mortgage Loan and a related Mezzanine Loan secured by a pledge of all of the equity interests
in the borrower under such Mortgage Loan, as if they are a single loan. Each Combined Loan shall be treated as a single loan for
all purposes hereunder.


 


“Combined
Loan Repurchase Event”: With respect to each Collateral Interest, the meaning specified in the Collateral Interest Purchase
Agreement.


 


“Commercial
Real Estate Loan”: Any Mortgage Loans, Combined Loan and Participated Loan, as applicable and as the context may require.


 






    19 


     


    

 


“Companion
Participation”: With respect to each Owned Participation, the related companion participation interest in the related
Participated Loan that will not be held by the Issuer unless such Companion Participation is later acquired, in whole or in part,
by the Issuer pursuant to the applicable provisions of this Indenture.


 


“Company Administrative
Expenses”: All fees, expenses and other amounts due or accrued with respect to any Payment Date and payable by the Issuer,
Co-Issuer or any Permitted Subsidiary (including legal fees and expenses) to (i) the Note Administrator, the Custodian and the
Trustee pursuant to this Indenture or any co-trustee appointed pursuant to Section 6.7 (including amounts payable by
the Issuer as indemnification pursuant to this Indenture), (ii) the Company Administrator under the Administration Agreement (including
amounts payable by the Issuer as indemnification pursuant to the 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 Preferred 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 among 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, and (xiv) any other Person in respect of any other fees or expenses (including indemnifications)
permitted under this Indenture (including, without limitation, any costs or expenses incurred in connection with certain modeling
systems and services) and the documents delivered pursuant to or in connection with this Indenture and the Notes and any amendment
or other modification of any such documentation, in each case unless expressly prohibited under this Indenture (including, without
limitation, the payment of all transaction fees and all legal and other fees and expenses required in connection with the purchase
of any 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.


 






    20 


     


    

 


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


 


“Compounded
SOFR”: The compounded average of SOFR calculated in arrears for the applicable Corresponding Tenor, with the rate, or
methodology for this rate, and conventions for this rate (which, for example, may be calculated in arrears with a lookback period
of four (4) Business Days as a mechanism to determine the interest amount payable prior to the end of each Interest Accrual Period)
being established by the Collateral Manager in accordance with:


 


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


 


(2)           if,
and to the extent that, the Collateral Manager determines that Compounded SOFR cannot be determined in accordance with clause
(1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Collateral
Manager giving due consideration to any industry-accepted market practice for similar U.S. dollar denominated securitization transactions
at such 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 and any Class E-E Notes (if applicable), so long as any Class E Notes and
Class E-E Notes are Outstanding, then the Class F Notes and any Class F-E Notes (if applicable), so long as any Class F
Notes and Class F-E Notes are Outstanding and then the Class G Notes and any Class G-E Notes (if applicable), so long as any
Class G Notes and Class G-E Notes are Outstanding.


 


“Corporate
Trust Office”: The designated corporate trust office of (a) the Trustee, currently located at 1100 North Market Street,
Wilmington, Delaware 19890, Attention: CMBS Trustee – STWD 2019-FL1, (b) the Note Administrator, currently located at (i)
with respect to the delivery of Loan Documents, at 1055 10th Avenue SE, Minneapolis, Minnesota, 55414, Attention: Document Custody
Group – STWD 2019-FL1, (ii) with respect to the delivery of Note transfers and surrenders, at 600 South 4th St., 7th Floor,
MAC N9300-070 Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services – STWD 2019-FL1; and (iii) for
all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS), STWD
2019-FL1, telecopy number (410) 715-2380 or (c) such other address as the Trustee or the Note Administrator, as applicable, may
designate from time to time by notice to the Noteholders, the Holder of the Preferred Shares, the 17g-5 Information Provider and
the parties hereto.


 


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


 






    21 


     


    

 


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


 


“Credit Risk
Exchange Limitation”: With respect to exchanges of Credit Risk Collateral Interests (other than those that are Defaulted
Collateral Interests) after the Reinvestment Period, the condition that will be satisfied if, immediately after giving effect to
any such exchange, the aggregate Principal Balance of Credit Risk Collateral Interests exchanged by the Issuer for Exchange Collateral
Interests after the Reinvestment Period, is equal to or greater than 10.0% of the aggregate Principal Balance of the Closing Date
Collateral Interests as of the Closing Date.


 


“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.


 


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


 


“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.


 


“CREFC®
Loan Periodic Update File”: The meaning specified in the Servicing Agreement.


 


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


 


“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).


 


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


 


“DBRS”:
DBRS, Inc., and its successors in interest.


 






    22 


     


    

 


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


 


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


 


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


 


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


 


“Defaulted
Loan”: Any Commercial Real Estate Loan for which there has occurred and is continuing for more than 60 days either (x)
a payment default (after giving effect to any applicable grace period but without giving effect to any waiver) or (y) a material
non-monetary event of default that is known to the Special Servicer and has occurred and is continuing (after giving effect to
any applicable grace period but without giving effect to any waiver); provided, however, that any 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 Loan will be deemed not to be a Defaulted Loan for purposes of determining the Calculation
Amount for the Par Value Test. If a Defaulted Loan is the subject of a work-out, modification or otherwise has cured the default
such that the subject Defaulted 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 Loan.


 


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


 


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


 


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


 


“Determination
Date”: The 11th day of each month or, if such date is not a Business Day, the preceding Business Day, commencing on the
Determination Date in September 2019.


 


“Disposition
Limitation Threshold”: A threshold that shall be met at any time that (x) 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 its affiliates plus (ii) the cumulative aggregate Principal Balance of Credit Risk Collateral Interests (other
than those that are Defaulted Collateral Interests) exchanged for Exchange Collateral Interests, is equal to or greater than (y)
10% of the aggregate Principal Balance of the Closing Date Collateral Interests as of the Closing Date.


 






    23 


     


    

 


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


 


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


 


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


 


“Dollar”
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 Reinvestment Collateral Interest and Exchange Collateral
Interest, compliance with which shall be evidenced by an Officer’s Certificate of the Collateral Manager delivered to the
Trustee and Note Administrator as of the date of such acquisition:


 


(i)          it
is a Mortgage Loan, a Combined Loan or a Participation in a Mortgage Loan or a Combined Loan that is secured by a
Multifamily Property (which may be a Student Housing Property), Office Property, Industrial Property, anchored Retail
Property, Self-Storage Property, Hospitality Property or Mixed-Use Property;


 


(ii)         the aggregate Principal Balance of the Collateral Interests secured by properties that are of the following types are subject
to limitations as follows: (a) Office Properties does not exceed 60.0% of the Aggregate Outstanding Portfolio Balance, (b) Industrial
Properties does not exceed 40.0% of the Aggregate Outstanding Portfolio Balance, (c) anchored Retail Properties does not exceed
15.0% of the Aggregate Outstanding Portfolio Balance, (d) Student Housing Properties does not exceed 5.0% of the Aggregate Outstanding
Portfolio Balance, (e) Hospitality Properties does not exceed 20.0% of the Aggregate Outstanding Portfolio Balance, (f) Mixed-Use
Properties does not exceed 15.0% of the Aggregate Outstanding Portfolio Balance and (g) Self-Storage Properties does not exceed
10.0% of the Aggregate Outstanding Portfolio Balance (it being understood that, for all purposes hereof, no concentration limitation
will apply with respect to Multifamily Properties);


 






    24 


     


    

 


(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)          it provides for monthly payments of interest at a floating rate based on one-month LIBOR or the Benchmark;


 


(v)          
it has a Moody’s Rating;


 


(vi)         
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 its acquisition date;


 


(vii)        
it is not an Equity Interest;


 


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


 


(ix)           the Collateral Manager has determined that it has an U/W Stabilized NCF DSCR that is not less than (i) in the case of Collateral
Interests secured by Multifamily Properties, 1.15x, (ii) in the case of Collateral Interests secured by Student Housing Properties,
Office Properties, Industrial Properties, Retail Properties, Self-Storage Properties or Mixed-Use Properties, 1.25x, and (iii)
in the case of Collateral Interests secured by Hospitality Properties, 1.35x;


 


(x)           the
Principal Balance of such Collateral Interest (plus any previously-acquired participation interests in the same underlying Commercial
Real Estate Loan) is not greater than $120,000,000;


 


(xi)         (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 5.5 years from the Closing Date;


 


(B)          the
Weighted Average Spread of the Collateral Interests is not less than 2.50%;


 


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


 


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


 






    25 


     


    

 


(xii)        the
weighted average Moody’s Rating Factor (weighted by Principal Balance of the Collateral Interests) for all Collateral Interests
immediately after giving effect to such acquisition is not greater than 5,000;


 


(xiii)       a
No Downgrade Confirmation has been received from DBRS with respect to the acquisition of such Collateral Interest, except that
such confirmation will not be required with respect to the acquisition of a Participation if (a) the Issuer already owns a Participation
in the same underlying Participated Loan and (b) the principal balance of the Participation being acquired is less than $5,000,000;


 


(xiv)       the sum of the Principal Balance of such Collateral Interest and the Principal Balance of all Collateral Interests that
have the same guarantor or an affiliated guarantor does not exceed 20.0% of the Aggregate Outstanding Portfolio Balance;


 


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


 


(xvi)      
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);


 


(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 Commercial Real Estate Loans; and


 


(C)          the
maximum principal amount of the related Future Funding Participation does not exceed 35.0% of the maximum commitment amount of
the related Commercial Real Estate Loan;


 


(xvii)     if it is a Combined Loan or a Participation in a Combined Loan, (x) the related Mortgage Loan contains a requirement that
any principal repayment of the Mortgage Loan must be accompanied by a pro rata principal repayment (based on Principal Balance)
of the related Mezzanine Loan and (y) the related Mortgage Loan does not permit the related borrower to incur additional debt secured
by the related Mortgaged Property or the equity in the related borrower;


 


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


 


(xix)      
it is not currently, and has not recently been, the subject of any request by the borrower to amend, modify or waive any
provision of any of the related Loan Documents that would have a material adverse effect on such Collateral Interest;


 






    26 


     


    

 


 


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


 


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


 


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


 


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


 


(xxiv)       
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;


 


(xxv)       
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 the servicing provisions substantially similar to those that are standard in commercial
mortgage-backed securities (“CMBS”) transactions;


 


(xxvi)      
(a) it is purchased from the Seller, the Sponsor, or a wholly-owned subsidiary of Starwood Property Trust, and (b) 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);


 


(xxvii)     
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 affiliate of the Sponsor or a “qualified institutional lender” as such
terms are typically defined in the Loan 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 of “A” or higher (if rated by DBRS, or if not rated by DBRS, an equivalent (or higher) rating
by any two other NRSROs (which may include Moody’s)) (3) a securitization trust, a collateralized loan obligation (“CLO”)
issuer or a similar securitization vehicle, or (4) a special purpose entity that is 100% directly or indirectly owned by the Sponsor,
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), and if any Participating Institution is not the Issuer, the related Loan Documents
will be held by a third party custodian;


 


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


 


(xxix)       
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 Servicer or the
Collateral Manager on behalf of the Issuer);


 






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(xxx)         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;


 


(xxxi)       
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;


 


(xxxii)     
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 Retention Holder Originated Collateral Interests is in excess of 50% of the aggregate Principal
Balance of Collateral Interests held by the Issuer; and


 


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


 


provided, however,
that (a) for purposes of clauses (ii), (xi), (xii), (xiv) and (xvi)(B) above, if the acquisition of such Collateral Interest would
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 (b) any determination of a percentage pursuant to the Eligibility Criteria (except for
the Weighted Average Spread of all Collateral Interests) will be rounded to the nearest 1/10th of one percent.


 


“Eligible
Account”: (a) An account maintained with a federal or state chartered depository institution or trust company or an account
or accounts maintained with the Note Administrator that has, in each case, (x) a long-term unsecured debt rating of at least “A2”
by Moody’s if deposits in such account will be held therein for more than 30 days, (y) a long-term unsecured debt rating
of at least “A” by DBRS (if rated by DBRS, or if not rated by DBRS, an equivalent (or higher) rating by any two other
NRSROs (which may include Moody’s)) and (z) a short-term unsecured debt rating of at least “P-1” by Moody’s
if deposits on such account will be held therein for 30 days or less; (b) a segregated trust account maintained with the trust
department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity; provided
that (i) any such institution or trust company has a long-term unsecured rating of at least “Baa1” by Moody’s
and a capital surplus of at least $200,000,000 and (ii) any such account is subject to fiduciary funds on deposit regulations
substantially similar to 12 C.F.R. § 9.10(b); or (c) any other account approved by the Rating Agencies.


 






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


 


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


 


(ii)           demand
and time deposits in, certificates of deposit of, bankers’ acceptances issued by, or federal funds sold by, any depository
institution or trust company incorporated under the laws of the United States or any state thereof or the District of Columbia
(including the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; provided
that such successor otherwise meets the criteria specified herein) and subject to supervision and examination by federal and/or
state banking authorities so long as the commercial paper and/or the debt obligations of such depositary institution or trust
company (or, in the case of the principal depositary institution in a holding company system, the commercial paper or debt obligations
of such holding company) at the time of such investment or contractual commitment providing for such investment have an unsecured
debt rating of not less than (x) “Aa3,” in the case of long-term obligations, and “P-1,” in the case of
short-term obligations, by Moody’s and (y) “AAA,” in the case of long-term obligations, “R-1(middle),”
in the case of short-term obligations with a maturity not greater than ninety (90) days, and “R-1(high),” in the case
of short-term obligations with a maturity of or greater than ninety (90) days, by DBRS (if rated by DBRS, or if not rated by DBRS,
an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s));


 


(iii)          unleveraged repurchase or forward purchase obligations with respect to (a) any security described in clause (i) above
or (b) any other security issued or guaranteed by an agency or instrumentality of the United States of America, in either case
entered into with a depository institution or trust company (acting as principal) described in clause (ii) above (including
the Note Administrator or the commercial department of any successor Note Administrator, as the case may be; provided that
such Person otherwise meets the criteria specified herein) or entered into with a corporation (acting as principal) whose unsecured
debt rating is not less than (x) “Aa3,” in the case of long-term obligations, and “P-1,” in the case of
short-term obligations, by Moody’s and (y) “AAA,” in the case of long-term obligations, “R-1(middle),”
in the case of short-term obligations with a maturity not greater than ninety (90) days, and “R-1(high),” in the case
of short-term obligations with a maturity of or greater than ninety (90) days, by DBRS (if rated by DBRS, or if not rated by DBRS,
an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s));


 


(iv)          a
reinvestment agreement issued by any bank (if treated as a deposit by such bank) that has a short-term credit rating of not less
than “P-1” by Moody’s; provided that the issuer thereof must also have at the time of such investment
a long-term unsecured debt rating of not less than “Aa3” by Moody’s and “AAA” by DBRS (if rated
by DBRS, or if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s));


 






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(v)          
the Wells Fargo Money Market Fund or 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 or, if not rated by DBRS, an equivalent rating by any two other NRSROs (which may
include Moody’s); and


 


(vi)          any
other investment similar to those described in clauses (i) through (v) above that (1) Moody’s has confirmed may be included
in the portfolio of Collateral as an Eligible Investment without adversely affecting its then-current ratings on the Notes and
(2) has a long-term credit rating of not less than “Aa3 by Moody’s and “A” by DBRS (if rated by DBRS,
or if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s));


 


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


 


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


 


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


 






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“EU Retention
Holder”: SPT Real Estate Capital.


 


“EU Retention
Holder Originated Collateral Interest”: A Collateral Interest that SPT Real Estate Capital either (i) has purchased or
will purchase for its own account prior to selling or transferring such Collateral Interest to the Issuer or (ii) itself or through
related entities, directly or indirectly, was involved in the original agreement which created such Collateral Interest, in each
case as contemplated by Article 2(3) of the Securitization Regulation.


 


“EU Risk Retention
Letter”: That certain risk retention letter delivered by the EU Retention Holder and the Retention Holder to the Issuer,
the Co-Issuer, the Trustee, the Note Administrator and the Placement Agents, dated the Closing Date.


 


“EU Securitization
Regulation”: Regulation (EU) 2017/2402 (the “Securitization Regulation”), together with any guidance
published in relation thereto by the European Banking Authority, European Insurance and Occupational Pensions Authority or the
European Securities and Markets Authority (collectively, the “European Supervisory Authorities”), and any implementing
laws or regulations in force on the Closing Date.


 


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


 


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


 


“Excepted
Property”: (i) The $250 proceeds of the issue and allotment of the Issuer’s ordinary shares, $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, (ii)
the limited liability company membership interests of the Co-Issuer and (iii) 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(d).


 


“Exchangeable
Notes”: The meaning specified in Section 2.16. 


 


“Exchanged
Notes”: The meaning specified in Section 2.16.


 


“Expense Year”:
(i) For the first year, the period commencing on the Closing Date and ending on the next January Payment Date and (ii) thereafter,
each 12-month period commencing on the Business Day following a January Payment Date and ending on the following January Payment
Date.


 


“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.


 


“FATCA Compliance”:
Compliance with FATCA and the Cayman FATCA Legislation.


 






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“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 screen or other information service that publishes such SOFR that has been selected, endorsed or recommended
by the Relevant Governmental Body.


 


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


 


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


 


“Funded Companion
Participation”: With respect to each Collateral Interest that is a Participation, each related fully funded participation
which (unless later acquired, in whole or in part, by the Issuer pursuant to the applicable provisions of this Indenture) is not
an asset of the Issuer and is not part of the Collateral.


 


“Future Funding
Account Control Agreement”: Any account control agreement entered into in accordance with the terms of the Future Funding
Agreement by and among the Seller, as pledger and as obligor, 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”: Starwood Property Mortgage.


 


“Future Funding
Participation”: With respect to each Collateral Interest that is a Participation, each related future funding participation
which is not an asset of the Issuer and is not part of the Collateral.


 


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


 


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


 


“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.


 









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


 


“Herfindahl
Score”: On any date of determination, the quotient of (i) one divided by (ii) the sum of the series of products
obtained for each Collateral Interest and Principal Proceeds (whether held as Cash or Eligible Investments), determined by squaring
the quotient of (x) the Principal Balance of each such Collateral Interest (or in the case of Principal Proceeds in increments
of $10,000,000) divided by (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 Preferred Share Registrar.


 


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


 


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


 


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


 


“Indenture
Accounts”: The Payment Account, the Reinvestment and Replenishment Account and the Custodial 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.


 


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


 


“Initial MASCOT
Note Issuance Date”: The 15th day following the Closing Date (or if such 15th day is not a Business
Day, the next Business Day).


 


“Inquiry”:
The meaning specified in Section 10.11(a).


 


“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 and including the 14th day of the month in which such first Payment Date occurs and (ii) with respect to each successive
Payment Date, the period from and including the 15th day of the month immediately preceding the month in which such Payment Date
occurs to and including the 14th day of the month in which such Payment Date occurs.


 


“Interest
Advance”: The meaning specified in Section 10.6(a).


 


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


 


(a)           (i)
the sum of (A) the expected scheduled interest payments due (in each case regardless of whether the due date for any such
interest payment has yet occurred) in the Due Period in which such Measurement Date occurs on (x) the Collateral Interests
(excluding, subject to clause (3) of the last paragraph of this definition, 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 (B) Interest Advances, if any, advanced by the Advancing Agent or the
Backup Advancing Agent, with respect to the related Payment Date, minus (ii) any amounts scheduled to be paid pursuant
to Section 11.1(a)(i)(1) through (4) (other than any Collateral Manager Fees that the Collateral Manager
has agreed to waive in accordance with this Indenture and the Collateral Management Agreement); by


 


(b)           the
sum of (i) the scheduled interest on the Class A Notes payable on the Payment Date immediately following such Measurement Date,
plus (ii) any Class A Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date,
plus (iii) the scheduled interest on the Class A-S Notes payable immediately following such Measurement Date, plus
(iv) any Class A-S Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus
(v) the scheduled interest on the Class B Notes payable immediately following such Measurement Date, plus (vi) any
Class B Defaulted Interest Amount payable on the Payment Date immediately following such Measurement Date, plus (vii) the
scheduled interest on the Class C Notes payable immediately following such Measurement Date, plus (viii) any Class C Defaulted
Interest Amount payable on the Payment Date immediately following such Measurement Date plus (ix) the scheduled interest
on the Class D Notes payable immediately following such Measurement Date, plus (x) any Class D Defaulted Interest Amount
payable on the Payment Date immediately following such Measurement Date, plus (xi) the scheduled interest on the Class E
Notes, the Class E-E Notes and the Class E-X Notes payable immediately following such Measurement Date, plus (xii) any
Class E Defaulted Interest Amount, any Class E-E Defaulted Interest Amount and any Class E-X 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 or the Class E-E Notes
and the Class E-X Notes, if applicable, 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, Class D Interest Distribution Amount, the Class
E Interest Distribution Amount, the Class E-E Interest Distribution Amount, the Class E-X Interest Distribution Amount, the Class
F Interest Distribution Amount, the Class F-E Interest Distribution Amount, the Class F-X Interest Distribution Amount, the Class
G Interest Distribution Amount, the Class G-E Interest Distribution Amount and the Class G-X 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 (net of any fees and
other compensation and reimbursement of expenses and Servicing Advances and interest thereon (but not net of amounts payable pursuant
to any indemnification provisions) to which the Servicer or the Special Servicer are entitled pursuant to the terms of the Servicing
Agreement (and, with respect to each Non-Serviced Commercial Real Estate Loan, net of amounts payable to the servicer and special
servicer under the applicable servicing agreement)) 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 the purchase of Reinvestment Collateral
Interests), in each case, excluding any accrued interest included in Principal Proceeds pursuant to clause (A)(3) or (4)
of the definition of Principal Proceeds and excluding any origination fees and exit fees, which will be retained by the Seller
and will not be assigned to the Issuer;


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


(9)           all other Cash payments received with respect to the Collateral Interests to the extent such proceeds are designated “Interest
Proceeds” by the Collateral Manager in its sole discretion with notice evidenced by an Officer’s Certificate to the
Trustee and Note Administrator 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,


 



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minus (B) the
aggregate amount of any Nonrecoverable Interest Advances that were previously reimbursed to the Advancing Agent or the Backup Advancing
Agent.


 


“Interest
Shortfall”: The meaning set forth in Section 10.6(a).


 


“Interested
Person”: The Servicer, the Special Servicer, any independent contractor engaged by the Special Servicer, the Collateral
Manager, or, in connection with any individual Commercial Real Estate Loan, the borrower, the manager of the related Mortgaged
Property, the holder of a related Mezzanine Loan or Companion Participation, or any Affiliate of any of the preceding entities.


 


“Investor
Certification”: A certificate, substantially in the form of Exhibit P-1 or Exhibit P-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.


 


“Investor
Q&A Forum”: The meaning specified in Section 10.11(a).


 


“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”:
STWD 2019-FL1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, until a successor
Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter “Issuer”
shall mean such successor Person.


 


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


 



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“JPMS”:
J.P. Morgan Securities LLC.


 


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


 


“LIBOR”:
The London Interbank Offer Rate for a one month tenor.


 


“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).


 


“Loan Documents”:
The indenture, loan agreement, note, mortgage, intercreditor agreement, participation agreement, co-lender agreement or other agreement
pursuant to which a Collateral Interest 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 or an Eligible Investment or of which holders of
such Collateral Interest or an Eligible Investment are the beneficiaries.


 


“Loss Value
Payment”: A Cash payment made, subject to the consent of a majority of the Controlling Class, to the Issuer by the Seller
in connection with a Material Breach of a representation or warranty 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
determines is sufficient to compensate the Issuer for such Material Breach of representation or warranty 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.


 


“MASCOT Interest
Only Notes”: The meaning specified in Section 2.3.


 


“MASCOT Notes”:
The meaning specified in Section 2.3.


 


“MASCOT P&I
Notes”: The meaning specified in Section 2.3.


 


“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.


 



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“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.


 


“McCoy &
Orta”: McCoy & Orta, P.C.


 


“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.


 


“Mezzanine
Loan”: A mezzanine loan secured by a pledge of all of the equity interest in a obligor under a Mortgage Loan that is
either acquired by the Issuer or in which a Participation represents an interest.


 


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


 


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


 


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


 


“Modified
Loan”: A Commercial Real Estate Loan that has been modified, other than pursuant to an Administrative Modification or
a Criteria-Based Modification, by the Special Servicer pursuant to the Servicing Agreement in a manner that:


 


(a)           except
as expressly contemplated by the related Loan 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 Loan Documents or except for releases of unimproved parcels that were not attributed
material credit in connection with underwriting at origination, 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


 



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(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.


 


“Monthly Report”:
The meaning specified in Section 10.8(a).


 


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


 


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


 


	Moody’s

Rating	 	Moody’s

Rating Factor	 	Moody’s

Rating	 	Moody’s

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




 


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


 


	Property Type	 	Moody’s

Recovery Rate
	Industrial, multifamily (including student housing) and anchored retail properties	 	60%
	Office, self-storage and mixed-use properties	 	55%
	Hospitality properties	 	45%
	All other property types	 	40%




 

“Morgan Stanley”:
Morgan Stanley & Co. LLC.


 


“Mortgage
Loan”: A commercial or multifamily real estate mortgage loan that is either acquired by the Issuer or in which a Participation
represents an interest, which mortgage loan is secured by a first-lien mortgage or deed-of-trust on commercial, multifamily and/or
manufactured-housing community properties or ground lease interests therein.


 


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


 



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“Multifamily
Property”: A real property with five or more residential rental units (including mixed-use multifamily/office, multifamily/retail
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 all Principal Proceeds held as Cash and Eligible Investments; and


 


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


 


provided, however, that (i) 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 (ii) in the case of a Collateral Interest subject to a Credit Risk/Defaulted Collateral Interest
Cash Purchase or an exchange for an Exchange Collateral Interest, the Collateral Manager will have 45 days to exercise such purchase
or exchange and during such period such Collateral Interest will not be treated as a Defaulted Collateral Interest for purposes
of computing the Net Outstanding Portfolio Balance.


 


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


 


“No Entity-Level
Tax Opinion”: An opinion of Dechert LLP, Sidley Austin 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 basis, which opinion may be conditioned
on compliance with certain restrictions on the investment or other activities of the Issuer and the Servicer or Collateral Manager
on behalf of the Issuer.


 


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


 



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“Non-call
Period”: The period from the Closing Date to and including the Business Day immediately preceding the Payment Date in
August 2021, during which no Optional Redemption is permitted to occur.


 


“Non-Serviced
Commercial Real Estate Loans”: The meaning specified in the Servicing Agreement.


 


“Nonrecoverable
Interest Advance”: Any Interest Advance previously made or proposed to be made pursuant to Section 10.6 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”:
Wells Fargo Bank, National Association, solely in its capacity as note administrator hereunder, unless a successor Person shall
have become the Note Administrator pursuant to the applicable provisions of this Indenture, and thereafter “Note Administrator”
shall mean such successor Person. Wells Fargo Bank, National Association, will perform its duties as Note Administrator through
its Corporate Trust Services division.


 


“Note Administrator’s
Website”: Initially, www.ctslink.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 E-E Notes, the interest
rate on the Class E-E Notes described in Section 2.16, with respect to the Class E-X Notes, the interest rate on the Class
E-X Notes described in Section 2.16, with respect to the Class F Notes, the Class F Rate, with respect to the Class F-E
Notes, the interest rate on the Class F-E Notes described in Section 2.16, with respect to the Class F-X Notes, the interest
rate on the Class F-X Notes described in Section 2.16, with respect to the Class G Notes, the Class G Rate, with respect
to the Class G-E Notes, the interest rate on the Class G-E Notes described in Section 2.16 and with respect to the Class
G-X Notes, the interest rate on the Class G-X Notes described in Section 2.16.


 


“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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes
and the Class F-X Notes, collectively, authorized by, and authenticated and delivered under, this Indenture.


 



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


 


“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 $77,000,000.


 


“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, authorized
by, and authenticated and delivered under, this Indenture.


 


“Offering
Memorandum”: The Offering Memorandum, dated July 26, 2019, relating to the offering of the Class A Notes, the Class A-S
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.


 


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


 


“Officer”:
With respect to any company, corporation or limited liability company, including the Issuer, the Co-Issuer and the Collateral Manager,
any Director, Manager, the Chairman of the Board of Directors, the President, any Executive Vice President, any Senior Vice President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, General Partner of such entity
or any authorized person designated by such company, corporation or limited liability company as an “Officer”; and
with respect to the Note Administrator and the Trustee, any Trust Officer; and with respect to the Servicer or 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, Servicer and the Special 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.


 



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


 


“Other Tranche”:
The meaning specified in Section 16.4.


 


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


 


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


 


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


 


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


 


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


 


provided that in determining whether
the Noteholders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, (x) Notes owned by the Issuer, the Co-Issuer or any Affiliate thereof shall be disregarded and deemed
not to be Outstanding, except that Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee
is not the Issuer, the Co-Issuer or any other obligor upon the Notes or any Affiliate of the Issuer, the Co-Issuer, the Collateral
Manager or such other obligor and (y) in relation to (i) the exercise by the Noteholders of their right, in connection with certain
Events of Default, to accelerate amounts due under the Notes and (ii) any amendment or other modification of, or assignment or
termination of, any of the express rights or obligations of the Collateral Manager under the Collateral Management Agreement or
this 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.


 


“Owned Participation”:
Each of the Participations included in the Closing Date Collateral Interests and, upon any acquisition thereof after the Closing
Date, any Funded Companion Participation or other Participation acquired by the Issuer.


 


“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.


 



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“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, the Class E Notes and the Class E-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 and the Class E-E Notes, if
applicable, remain outstanding if the Par Value Ratio on such Measurement Date is equal to or greater than 111.60%.


 


“Participated
Loan”: Any Mortgage Loan and/or Combined Loan that has been participated into Participations.


 


“Participated
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 Owned Participation and/or the related Companion Participation(s), as applicable and as the context may require.


 


“Participation
Agreement”: With respect to each Participated Loan, the participation or similar agreement that governs the rights and
obligations of the holders of the related Owned Participation and each related Companion Participation(s).


 


“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 and the Class E-E Notes and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class
F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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.


 


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


 


“Payment Date”:
The 4th Business Day following the Determination Date occurring in such month, commencing on the Payment Date in September 2019
and ending on the Stated Maturity Date unless the Notes are redeemed or repaid prior thereto.


 



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“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
Agreement”: The placement agreement relating to the Notes dated as of the Closing Date by and among the Issuer, the Co-Issuer,
SPT Real Estate Capital and the Placement Agents.


 


“Placement
Agents”: WFS, Citigroup, BofA Securities, Capital One Securities, JPMS and Morgan Stanley.


 


“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 10.9.


 


“Pre-Closing
17g-5 Information”: The meaning set forth in Section 14.13(b).


 


“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 Preferred Share Registrar, as amended from time
to time in accordance with the terms thereof.


 





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


 


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


 


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


 


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


 



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


 


“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 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 and Credit Risk Collateral Interests, or (iv) any other principal
payments received with respect to Collateral Interests;


 


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


 


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


 


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


 


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


 


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


 


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


 



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(8)           Cash and Eligible Investments transferred from the Reinvestment and Replenishment 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 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).


 


“Privileged
Person”: Any of the following: the Placement Agents and their designees, the Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Note Administrator, the Seller, the Collateral Manager, the Advancing Agent, the Issuer, 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). Any Person who provides the Note Administrator with an Investor Certification in the form
of Exhibit P-2 shall not be deemed a Privileged Person and shall be entitled to access only the Monthly Report.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)          any one of the following has occurred:


 


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


 



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


 


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


 


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


 


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


 


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


 


“Record Date”:
With respect to any Holder and any Payment Date, the Business Day immediately preceding such Payment Date.


 


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


 


“Redemption
Date Statement”: The meaning specified in Section 10.8(d).


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 



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Class G-X Notes.
The redemption price for the Class G-X Notes will be calculated on the related Determination Date and will equal the Class
G-X Interest Distribution Amount (plus any Class G-X Defaulted Interest Amount) due on the applicable Redemption Date.


 


Preferred Shares.
The redemption price for the Preferred Shares will be calculated on the related Determination Date and will be equal to the sum
of all net proceeds from the sale of the Collateral in accordance with Article 12 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 (19) of Section 11.1(a)(i) and clauses (1) through (17) of Section 11.1(a)(ii);
provided that if there are no such net proceeds or Cash remaining, the redemption price for the Preferred Shares shall be
equal to $0.


 


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


 


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


 


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


 


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


 


“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 Starwood Property Mortgage or any of its Affiliates and (ii) any of SPT Real Estate
Capital 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
and Replenishment Account”: The account established by the Note Administrator pursuant to Section 10.2.


 



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“Reinvestment
Collateral Interest”: Any Collateral Interest acquired by the Issuer 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 on, before or after the last day of the Reinvestment Period) or the Replenishment
Period with Principal Proceeds from the Collateral Interests (or any Cash contributed by the Preferred Shareholders to the Issuer)
and that satisfies the Eligibility Criteria, the Acquisition Criteria and the Acquisition and Disposition Requirements.


 


“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 end of the Due Period related to the Payment Date in August 2021; (ii) the end of the Due Period related
to the Payment Date on which all of the Securities are redeemed as described under Section 9.1 herein; and (iii) the
date on which an Event of Default has occurred and is continuing.


 


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


 


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


 


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


 


“REO Property”:
The meaning specified in the Servicing Agreement.


 


“Replenishment
Period”: The period beginning on the first day after the end of the Reinvestment Period and ending on and including the
first to occur of the following events or dates: (i) the date that the Issuer has acquired $110,000,000 of the Funded Companion
Participations after the Reinvestment Period; (ii) the end of the Due Period related to the Payment Date on which all of the Securities
are redeemed as described under Section 9.1 herein; and (iii) the date on which an Event of Default has occurred and
is continuing.


 


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


 


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


 


“Retained
Interest”: The meaning specified in the Collateral Interest Purchase Agreement.


 


“Retained
Securities”: 100% of the Class F Notes, the Class G Notes, and related MASCOT Notes for which the Class F Notes or the
Class G Notes are exchanged and the Preferred Shares.


 


“Retention
Holder”: STWD CLO Retention Holder, LLC, a Delaware limited liability company.


 


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


 



    52 


     


    

  


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


 


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


 


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


 


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


 


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


 


“Scheduled
Preferred Shares Redemption Date”: The Stated Maturity Date for the Notes in July 2038.


 


“SEC”:
The Securities and Exchange Commission.


 


“Secured Parties”:
Collectively, the Collateral Manager, the Trustee, the Custodian, the Note Administrator, the holders of the Offered Notes and
the Class E-E Notes and the Class E-X Notes, if applicable, 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).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Seller”:
STWD CLO Seller, LLC, a Delaware limited liability company.


 


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


 



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“Serviced
Commercial Real Estate Loans”: The meaning specified in the Servicing Agreement.


 


“Servicer”:
Wells Fargo Bank, National Association, 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 Loan Collection Account, the REO Accounts and
the Cash Collateral Accounts, each as established under and defined in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Special Servicer”:
LNR Partners, LLC, a Florida 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.


 


“Sponsor”:
SPT Real Estate Capital.


 


“SPT Real
Estate Capital”: SPT Real Estate Capital, LLC, a Delaware limited liability company.


 


“Starwood
Property Mortgage”: Starwood Property Mortgage, L.L.C.


 



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“Starwood
Property Trust”: Starwood Property Trust, Inc.


 


“Stated Maturity
Date”: The Payment Date in July 2038.


 


“Student Housing
Property”: A Multifamily Property as to which the majority of the underwritten revenue is from residential rental units
leased to student tenants.


 


“Sub-REIT”:
STWD CLO Sub-REIT, LLC, a Delaware limited liability company.


 


“Subsequent
Transfer Instrument”: A transfer instrument substantially in the form of Exhibit C to the Collateral Interest Purchase
Agreement.


 


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


 


“Supermajority”:
With respect to (i) any Class of Notes, the Holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Notes of such
Class and (ii) with respect to the Preferred Shares, the Holders of at least 66-2/3% of the aggregate Notional Amount of the Preferred
Shares.


 


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


 


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


 


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


 



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


 


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


 


“Transaction
Documents”: This Indenture, the Collateral Management Agreement, the Preferred Share Paying Agency Agreement, the Placement
Agreement, the Collateral Interest Purchase Agreement, the U.S. Risk Retention Agreement, the EU Risk Retention Letter, the Administration
Agreement, the Participation Agreements, Future Funding Agreement, the Securities Account Control Agreement, the Future Funding
Account Control Agreement and the Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Trustee and
Note Administrator Fee”: The fee payable monthly in arrears on each Payment Date to the Note Administrator and the Trustee
in accordance with the Priority of Payments, equal to $5,500 (a portion of which shall be payable to the Trustee by the Note Administrator).


 


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


 


“UCC”:
The applicable Uniform Commercial Code.


 


“Unadjusted
Benchmark Replacement”: With respect to any Benchmark (other than LIBOR) or any Benchmark Replacement, such Benchmark
or Benchmark Replacement, as applicable, excluding the related Benchmark Replacement Adjustment.


 



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“Underlying
Commercial Real Estate Loan”: With respect to any Collateral Interest that is a Participation, the Commercial Real Estate
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 Collateral Interest prior to the stated maturity date of such related Collateral Interest.


 


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


 


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


 


“U.S. Risk
Retention Agreement”: The U.S. Risk Retention Agreement, dated as of the Closing Date, by and between the Sponsor and
the Retention Holder, as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“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 Mortgaged
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 Debt Service.
In determining U/W Stabilized NCF DSCR for any Reinvestment Collateral Interest or Exchange Collateral Interest that is a Participation,
the calculation of U/W Stabilized NCF DSCR will take into account the annual Debt Service due on the Participation being acquired
by the Issuer and the related Companion Participation(s) (assuming fully funded) or related note also secured by the related mortgaged
property or properties, as applicable, that is senior or pari passu in right to the Participation being acquired by the
Issuer but not any Companion Participation(s) or related note also secured by the related mortgaged property or properties, as
applicable, that is junior in right to the Participation being acquired by the Issuer. In determining the U/W Stabilized NCF DSCR
for any Reinvestment Collateral Interest or Exchange Collateral Interest that is cross-collateralized with one or more other Collateral
Interests, the U/W Stabilized NCF DSCR was calculated with respect to the cross-collateralized group in the aggregate.


 


“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.


 



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“Weighted
Average Spread”: 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 Collateral Interest (other than a Defaulted Collateral Interest),
the greater of (x) the current spread above the Benchmark (net of any servicing fees and expenses) at which interest accrues on
each such Collateral Interest and (y) if such Collateral Interest provides for a minimum interest rate or fixed interest rate payable
thereunder, the excess, if any, of the minimum interest rate or fixed interest rate applicable to such Collateral Interest (net
of any servicing fees and expenses) over the Benchmark 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 Collateral Interests (excluding all Defaulted Collateral Interests).


 


“WFS”:
Wells Fargo Securities, LLC.


 


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.


 


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.


 



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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, F-3, F-4, F-5, F-6, G-1, G-2, G-3, G-4,
G-5, G-6, H-1, H-2, H-3, H-4, H-5 and H-6 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, F-3, F-5, G-1, G-3, G-5,
H-1, H-3 and H-5 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, in the case of the Offered Notes, the Co-Issuer and authenticated
by the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time
to time be increased or decreased by adjustments made on the records of the Note Administrator or the Depository or its nominee,
as the case may be, as hereinafter provided.


 


(ii)           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, F-4, F-6, G-2, G-4, G-6, H-2,
H-4 and H-6 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 F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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.


 


(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, F-3, F-5, G-1, G-3, G-5,
H-1, H-3 and H-5 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 F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes
and the Class G-X 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.


 



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


 


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


 


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


 


(d)           Delivery of Definitive Notes in Lieu of Global Notes. Except as provided in Section 2.10, 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 $1,023,000,000,
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 and (ii) any Deferred Interest.


 



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Such Notes shall be
divided into eight (8) Classes having designations and original principal amounts as follows:


 


	Designation	 	Original Principal 

Amount	 
	Class A Senior Secured Floating Rate Notes Due 2038	 	$	577,500,000	 
	Class A-S Second Priority Secured Floating Rate Notes Due 2038	 	$	141,625,000	 
	Class B Third Priority Secured Floating Rate Notes Due 2038	 	$	66,000,000	 
	Class C Fourth Priority Secured Floating Rate Notes Due 2038	 	$	79,750,000	 
	Class D Fifth Priority Secured Floating Rate Notes Due 2038	 	$	59,125,000	 
	Class E Sixth Priority Secured Floating Rate Notes Due 2038(1)	 	$	12,375,000	 
	Class F Seventh Priority Floating Rate Notes Due 2038 (1)	 	$	53,625,000	 
	Class G Eighth Priority Floating Rate Notes Due 2038(1)	 	$	33,000,000	 



 





 



 (1) At
any time on or after the Initial MASCOT Note Issuance Date the Class E Notes, the Class F Notes and the Class G Notes are exchangeable
notes (the “Exchangeable Notes”) and are exchangeable for proportionate interests in the related MASCOT Notes
as set forth in Section 2.16; provided that the Class E Notes shall only be Exchangeable Notes and be exchangeable
for proportionate interests in MASCOT Notes if such Notes at the time of the exchange are owned by a wholly-owned subsidiary of
Starwood Property Trust. All or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E
Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”), (ii) the
Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and
the Class F-X Notes (the “Class F-X Notes”) and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes the “Class G-E Notes” and, collectively with the Class E-E Notes and the Class
F-E Notes, the “MASCOT P&I Notes”) and the Class G-X Notes (the “Class G-X Notes” and,
collectively with the Class E-X Notes and the Class F-X Notes, the “MASCOT Interest Only Notes,” and together
with the MASCOT P&I Notes, the “MASCOT Notes”), and vice versa.


 


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


 


Section 2.4. Execution, Authentication, Delivery and Dating. The Offered Notes and the Class E-E Notes and the Class E-X 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 F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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 or facsimile.


 


Notes bearing the manual
or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer and, in the case of Offered Notes
and the Class E-E Notes and the Class E-X Notes, 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 and the
Class E-E Notes and the Class E-X Notes executed by the Issuer and the Co-Issuer, and the Issuer may deliver the Class F Notes,
the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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.


 



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


 


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


 


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


 


Section
2.5. Registration, Registration
of Transfer and Exchange.


 


(a)           The
Issuer and the Co-Issuer, with respect to the Offered Notes and the Class E-E Notes and the Class E-X Notes, or the Issuer, with
respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X
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.


 


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


 


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.


 



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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 and the Class E-E Notes and the Class
E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class
G-E Notes and the Class G-X 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 and the Class E-E
Notes and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the
Class G Notes, the Class G-E Notes and the Class G-X 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 and the Class E-E Notes and the Class E-X Notes, or the Issuer, with respect to the Class F Notes,
the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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.


 


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 and the Class E-E Notes and the Class E-X
Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class
G-E Notes and the Class G-X 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.


 



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


 


(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:


 



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(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 I-2
attached hereto; or


 


(2)            if
the transferee is taking a Definitive Note, a duly completed transfer certificate in substantially the form of Exhibit I-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).


 


(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;


 



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(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 I-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 I-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 I-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)          Transfers
of EHRI. Transfers of the Preferred Shares and restrictions on the transfer of the EHRI shall be governed by the Preferred
Share Paying Agency Agreement, and be subject to Section 2.5(o).


 


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


 


(f)            Removal
of Legend. If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth
in Exhibits A-1, A-2, B-1, B-2, C-1, C-2, D-1, D-2, E-1, E-2,
F-1, F-2, F-3, F-4, F-5, F-6, G-1, G-2, G-3, G-4, G-5,
G-6, H-1, H-2, H-3, H-4, H-5 and H-6 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 or exclusion 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 or exclusion 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.


 



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


 


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


 


(i)            Each
Holder of Definitive Notes shall make the representations and agreements set forth in the certificate attached as Exhibit I-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 Trustee, 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)            [Reserved]


 


(m)          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 be held responsible for any losses that may be incurred as a result of any required transfer under this Section 2.5(m).


 


(n)           Each Holder of Notes approves and consents to (i) the purchase of the Closing Date Collateral Interests by the Issuer from
the Seller on the Closing Date, (ii) the purchase of any Reinvestment Collateral Interest and/or Exchange Collateral Interest by
the Issuer and (iii) 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.


 


(o)           As long as any Note is Outstanding, Retained Securities, retained or repurchased Notes, and ordinary shares of the Issuer
held by the Retention Holder, Sub-REIT or any other disregarded entity of Sub-REIT for U.S. federal income tax purposes may not
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 (except to an affiliate that is wholly-owned by Sub-REIT or a subsequent REIT and is
disregarded for U.S. federal income tax purposes) unless the Issuer receives a No Entity-Level Tax Opinion (or has previously received
a No Trade or Business Opinion), 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 Collateral Manager on behalf of the Issuer.


 


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 Sub-REIT,
if the Issuer is wholly-owned by 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 and the Class
E-E Notes and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes,
the Class G Notes, the Class G-E Notes and the Class G-X 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. Any payment of interest due on a Class of Deferred Interest Notes on any Payment Date to the extent sufficient
funds are not available to make such payment in accordance with the Priority of Payments on such Payment Date, but only if such
Class is not the most senior Class Outstanding, shall constitute “Deferred Interest” with respect to such Class and
shall not be considered “due and payable” for the purposes of Section 5.1(a) (and the failure to pay such interest
shall not be an Event of Default) until the earliest of (i) the Payment Date on which funds are available to pay such Deferred
Interest in accordance with the Priority of Payments, (ii) the Redemption Date with respect to such Class of Deferred Interest
Notes and (iii) the Stated Maturity Date (or the earlier date of Maturity) of such Class of Deferred Interest Notes. Deferred
Interest on any Class of Deferred Interest Notes shall be added to the principal balance of such Class of Deferred Interest Notes.
Regardless of whether any more senior Class of Notes is Outstanding with respect to any Class of Deferred Interest Notes, to the
extent that funds are not available on any Payment Date (other than the Redemption Date with respect to, or Stated Maturity Date
of, such Class of Deferred Interest Notes) to pay previously accrued Deferred Interest, such previously accrued Deferred Interest
will not be due and payable on such Payment Date and any failure to pay such previously accrued Deferred Interest on such Payment
Date will not be an Event of Default. Interest will cease to accrue on each Note, or in the case of a partial repayment, on such
repaid part, from the date of repayment or 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.


 



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(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 and the Class E-E Deferred Interest will be deferred
and added to the Aggregate Outstanding Amount of the Class E Notes or the Class E-E Notes, as applicable, and will not be
considered “due and payable” until the Payment Date on which funds are available to pay such Class E Deferred Interest
and Class E-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, the Class E Notes, the Class E-E
Notes or the Class E-X Notes are outstanding, the Class F Deferred Interest and the Class F-E Deferred Interest will be deferred
and added to the Aggregate Outstanding Amount of the Class F Notes or the Class F-E Notes, as applicable, and will not be
considered “due and payable” until the Payment Date on which funds are available to pay such Class F Deferred Interest
and Class F-E Deferred Interest in accordance with the Priority of Payments and (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, the Class
E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes or the Class F-X Notes are outstanding, the Class
G Deferred Interest and the Class G-E Deferred Interest will be deferred and added to the Aggregate Outstanding Amount of the
Class G Notes of the Class G-E Notes, as applicable, and will not be considered “due and payable” until the Payment
Date on which funds are available to pay such Class G Deferred Interest and Class G-E Deferred Interest in accordance with the
Priority of Payments. The failure to pay such Class C Deferred Interest, Class D Deferred Interest, Class E Deferred Interest,
Class E-E Deferred Interest, Class F Deferred Interest, Class F-E Deferred Interest, Class G Deferred Interest or the Class G-E
Deferred Interest as a result of the operation of the Priority of Payments will not constitute an Event of Default under this
Indenture.


 


(c)           The principal of each Class of Notes matures at par and is due and payable on the Stated Maturity Date, 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 (other than amounts
constituting Deferred Interest thereon which will be payable from interest Proceeds) 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.


 



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(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 (xiv) of the representations and warranties set forth under the third paragraph of Exhibit I-1 hereto,
as deemed made pursuant to Section 2.5(g), or pursuant to clause (xv) of the representations and warranties
set forth under the third paragraph of Exhibit I-2 hereto, as deemed made pursuant to Section 2.5(h), or pursuant
to clause (vii) of the representations and warranties set forth under the third paragraph of Exhibit I-3 hereto,
made pursuant to Section 2.5(i), as applicable. Noteholders shall be required to provide to the Issuer, the Note Administrator
or their agents all information, documentation or certifications acceptable to it to permit the Issuer or the 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 Sections 2.7(a) and (e), Holders of Notes as of the Record Date in respect of a Payment Date
shall be entitled to the interest accrued and payable in accordance with the Priority of Payments and principal payable in accordance
with the Priority of Payments on such Payment Date. All such payments that are mailed or wired and returned to the Paying Agent
shall be held for payment as herein provided at the office or agency of the Issuer and the Co-Issuer to be maintained as provided
in Section 7.2 (or returned to the Trustee).


 


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


 


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


 


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


 



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(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 under the Notes and the Co-Issuer under the
Offered Notes and the Class E-X Notes and the Class E-X Notes, this Indenture and the other Transaction Documents are limited-recourse
obligations of the Issuer and non-recourse obligations of the Co-Issuer. The Class F Notes, the Class F-E Notes, the Class F-X
Notes, the Class G Notes, the Class G-E Notes and the Class G-X Notes are limited recourse obligations of the Issuer. The Notes
are payable solely from the Collateral and following realization of the Collateral, all obligations of the Co-Issuers, with respect
to the Offered Notes and the Class E-E Notes and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class
F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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 Sections
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.


 



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(n)           Payments
in respect of the Preferred Shares as contemplated by Sections 11.1(a)(i)(20), 11.1(a)(ii)(18) and 11.1(a)(iii)(19)
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 Note Administrator 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 (and no other Class of Notes) that are held by
the Issuer, the Co-Issuer, the Collateral Manager or any of their respective Affiliates 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), (iii)
or (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
I-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 and the Class E-E Notes
and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class
G Notes, the Class G-E Notes and the Class G-X 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 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 Exhibits A-2, B-2, C-2, D-2, E-2 and F-2, as applicable, and shall
be subject to the transfer restrictions referred to in such applicable legend. The Holder of each such registered individual Global
Note may transfer such Global Note by surrendering it at the Corporate Trust Office of the Note Administrator, or at the office
of the Paying Agent.


 


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


 


(d)           [Reserved]


 


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


 



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Pending the preparation
of Definitive Notes pursuant to this Section 2.10, the Issuer and the Co-Issuer, with respect to the Offered Notes
and the Class E-E Notes and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class
F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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.


 


If temporary Definitive
Notes are issued, the Issuer and the Co-Issuer shall cause permanent Definitive Notes to be prepared without unreasonable delay.
The Definitive Notes shall be printed, lithographed, typewritten or otherwise reproduced, or provided by any combination thereof,
or in any other manner permitted by the rules and regulations of any applicable notes exchange, all as determined by the Officers
executing such Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive
Notes upon surrender of the applicable temporary Definitive Notes at the office or agency maintained by the Issuer and the Co-Issuer
for such purpose, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Definitive Note, the
Issuer and the Co-Issuer, with respect to the Offered Notes and the Class E-E Notes and the Class E-X Notes, or the Issuer, with
respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X
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.
Federal Income 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 Sub-REIT (or another
disregarded entity wholly-owned by Sub-REIT or a subsequent REIT)) 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 and the Class E-E Notes and the Class E-X Notes, or the Issuer, with
respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X
Notes, and prepare any reports to Noteholders and tax authorities consistent with the intentions expressed in Section 2.11(a)
above.


 



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(c)           Each
Holder of Notes agrees by virtue of being a Holder 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 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).


 


(d)          The
Issuer shall be responsible for all calculations of 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 therein, 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 the Co-Issuer may (A) provide such information and documentation and any other 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.


 


(f)            [Reserved]


 


(g)           Each
of the Retention Holder and Sub-REIT, by acceptance of the Retained Securities and the ordinary shares of the Issuer, as applicable,
agrees to take no action inconsistent with such treatment and, for so long as any Note is Outstanding, agrees not to sell, transfer,
convey, setover, pledge or encumber any Retained Securities and/or the ordinary shares of the Issuer, as applicable, except to
the extent permitted pursuant to Section 2.5(o).


 


Section
2.12. Authenticating
Agents. Upon the request of the Issuer and the Co-Issuer, with respect to the Offered Notes and the Class E-E Notes and the
Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes,
the Class G-E Notes and the Class G-X 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, 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.


 



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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. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating
Agent.


 


Section
2.13. Forced
Sale on Failure to Comply with Restrictions.


 


(a)           Notwithstanding
anything to the contrary elsewhere in this Indenture, any transfer of a Note or interest therein to a U.S. Person who is determined
not to have been both (i) either (A) a QIB or (B) an IAI and (ii) 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 that could constitute or result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code, 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, the Note Administrator or the Trustee (and notice by the Note Administrator,
the Trustee (in the case of each of the Note Administrator and the Trustee, only if a Trust Officer has actual knowledge and makes
such discovery) or the Co-Issuer to the Issuer (if any of them makes the discovery)), send notice 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 (10 days in the case of a Non-Permitted Holder for ERISA-related reasons) of the date of such notice. If such Non-Permitted
Holder fails to so transfer its Note or interest therein, the Issuer shall have the right, without further notice to the Non-Permitted
Holder, to sell such Note or interest therein to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such
terms as the Issuer may choose. The Issuer, or a third party acting on behalf of the Issuer, may select the purchaser by soliciting
one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Note,
and selling such Note to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by
it in its sole discretion. The Holder of such Note, the Non-Permitted Holder and each other Person in the chain of title from
the Holder to the Non-Permitted Holder, by its acceptance of an interest in the Note, agrees to cooperate with the Issuer and
the Note Administrator to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in
connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this Section 2.13(b)
shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any Person having an interest
in the Note sold as a result of any such sale of exercise of such discretion.


 



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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 Sponsor shall timely deliver (or cause to be timely delivered) to the Trustee and the Note Administrator
any notices contemplated by Section 10.10(a)(vi).


 


Section
2.16. Exchangeable
Notes; Exchange of MASCOT Notes. (a) At any time on or after the Initial MASCOT Note Issuance Date all or a portion of
the Class E Notes, the Class F Notes and the Class G Notes (such Notes to be exchanged, the “Exchangeable Notes”)
may be exchanged for proportionate interests in one or more classes of certain other Notes and vice versa (such Notes received
in such an exchange, the “Exchanged Notes”); provided that the Class E Notes shall only be Exchangeable
Notes and be exchangeable for proportionate interests in MASCOT Notes if such Notes at the time of the exchange are owned by a
wholly-owned subsidiary of Starwood Property Trust. The Exchangeable Notes may be exchanged by the Holders thereof for (1) a corresponding
MASCOT P&I Note with the same principal balance as the Class E Note, the Class F Note or the Class G Note, as applicable,
surrendered in the exchange but with a reduced Note Interest Rate, and (2) an MASCOT Interest Only Note that has a notional balance
equal to the principal balance of the MASCOT P&I Note received in such exchange with a fixed interest rate equal to such reduction
in Note Interest Rate. Specifically, with respect to the exchange of the Class E Notes, the Class F Notes or the Class G Notes
for corresponding MASCOT Notes, the per annum interest rates payable on the MASCOT P&I Notes and the MASCOT Interest
Only Notes shall be determined, on the date of such exchange, by the holder of the Class E Notes, the Class F Notes or the Class
G Notes, as applicable, surrendered in such exchange. The aggregate interest rates of the Exchanged Notes received in the exchange
shall equal the aggregate interest rate of the Exchangeable Notes surrendered for exchange. The MASCOT Interest Only Notes are
not entitled to any payments of principal and shall have an Aggregate Outstanding Amount of zero.


 



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(b)           (i) With respect to the exchange of the Class E Notes, the Class F Notes or the Class G Notes for corresponding MASCOT Notes, each
of (1) the Aggregate Outstanding Amount of the MASCOT P&I Note received in the exchange and (2) the Aggregate Outstanding
Notional Amount of the MASCOT Interest Only Notes received in the exchange shall equal the Aggregate Outstanding Amount of the
Class E Notes, the Class F Notes or the Class G Notes, as applicable, exchanged. The MASCOT Interest Only Notes are not entitled
to any payments of principal and have an Aggregate Outstanding Amount of zero.


 


(ii)           The
aggregate Note Interest Rates of the Exchanged Notes received in the exchange must equal the aggregate Note Interest Rate of the
Exchangeable Notes surrendered for exchange.


 


(c)           Exchanges
of the Class E Notes, the Class F Notes or the Class G Notes for MASCOT Notes and any subsequent exchange of such MASCOT Notes
for the Class E Notes, the Class F Notes or the Class G Notes may occur repeatedly.


 


(d)           With
respect to an exchange of some or all of the Class E Notes, the Class F Notes or the Class G Notes, as applicable, the Holders
of such MASCOT P&I Notes shall be entitled to exercise all the voting rights (including any rights as the Controlling Class)
and objection rights that are allocated to such exchanged Class E Notes, the Class F Notes or the Class G Notes, as applicable,
and the Aggregate Outstanding Amount of such MASCOT P&I Notes shall be used to determine if the requisite percentage of Holders
under this Indenture has voted, consented or otherwise given direction; provided that, in connection with any supplemental
indenture that affects a Class of MASCOT Notes in a manner that is materially different from the effect of such supplemental indenture
on the Class E Notes, the Class F Notes or the Class G Notes, as applicable, the Holders of the applicable MASCOT Notes shall
vote as a separate class.


 


(e)           The
Class E-X Notes, the Class F-X Notes and the Class G-X Notes are interest only notes that receive interest payments but do not
receive principal payments. Interest on the MASCOT Interest Only Notes is calculated on a balance equal to the “Aggregate
Outstanding Notional Amount,” which shall, as of any date, equal the Aggregate Outstanding Amount on such date of the related
MASCOT P&I Note.


 


(f)            In
order to effect an exchange of Exchangeable Notes, the Holder shall submit a duly executed Officer’s Certificate in the
form of Exhibit S to this Indenture to the Note Administrator no earlier than ten (10) Business Days before the proposed exchange
date and no later than five (5) Business Days before the proposed exchange date. Such Officer’s Certificate shall to be
in writing, and may be by email to cts.cmbs.bond.admin@wellsfargo.com. The Officer’s Certificate must be on the Holder’s
letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Exchangeable
Note and Exchanged Note; (ii) the Aggregate Outstanding Amount and the Aggregate Outstanding Notional Amount, as applicable, of
the Notes to be exchanged; (iii) the Holder’s DTC participant number to be debited and credited; and (iv) the proposed exchange
date. The exchange date with respect to any exchange may be any Business Day other than (1) the first or last Business Day of
the month, (2) any Payment Date, (3) any Record Date or (4) any day between a Record Date and the next Payment Date. Any such
notice shall become irrevocable on the second Business Day before the proposed exchange date. The Holder must pay the Note Administrator
a fee equal to $5,000 for each exchange request and such fee must be received by the Note Administrator prior to the exchange
date or such exchange shall not be effected. In addition, any Holder wishing to effect such an exchange must pay any other expenses
related to such exchange, including any fees charged by DTC. The Note Administrator shall make the first payment on any Exchanged
Note received by a Holder in an exchange transaction on the Payment Date related to the next Record Date following the effective
date of such exchange.


 



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Section
2.17. Effect
of Benchmark Transition Event.


 


(a)           Collateral
Manager shall provide written notice to the Trustee, the Note Administrator and the Servicer promptly after the Collateral Manager
has determined that a Benchmark Transition Event has occurred. After the occurrence of a Benchmark Transition Event and the related
Benchmark Replacement Date with respect to the then-current Benchmark, such Benchmark shall be replaced with the applicable Benchmark
Replacement as determined by the Collateral Manager and the Collateral Manager shall provide written notice of such determination
to the Issuer, the Co-Issuer, the Advancing Agent, the Trustee, the Note Administrator, the Servicer and the Calculation Agent
(if different from the Note Administrator) in advance of such Benchmark Replacement Date. Notwithstanding the occurrence of a
Benchmark Transition Event, amounts payable on the Notes shall be determined with respect to the then-current Benchmark (which
may be LIBOR as determined in accordance with methods specified in this Indenture) until the occurrence of the related Benchmark
Replacement Date.


 


(b)           If
the Benchmark Replacement is any benchmark other than Term SOFR and the Collateral Manager later determines on the first day of
any calendar quarter after the related Benchmark Replacement Date that Term SOFR is able to be implemented, the Collateral Manager
shall provide written notice of such determination and any applicable Benchmark Replacement Conforming Changes for Term SOFR to
the Issuer, the Co-Issuer, the Advancing Agent, the Trustee, the Note Administrator, the Servicer and the Calculation Agent (if
different from the Note Administrator), and upon receipt of such written notice and the implementation of such Benchmark Replacement
Conforming Changes, if any, in a supplemental indenture in accordance with Section 8.1(b)(iv), Term SOFR shall become the
new Unadjusted Benchmark Replacement and shall, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the
then-current Benchmark on the Benchmark Replacement Date for Term SOFR.


 


(c)           In
connection with the occurrence of any Benchmark Transition Event (or notice of the redetermination of the Benchmark Replacement
to Term SOFR in accordance with Section 2.17(b)) and its related Benchmark Replacement Date, the Collateral Manager shall
direct the parties hereto by Issuer Order to enter into a supplemental indenture in accordance with Section 8.1(b)(iv)
to make such Benchmark Replacement Conforming Changes, if any, as Collateral Manager determines may be necessary or desirable
to administer, implement or adopt the applicable Benchmark or the Benchmark Replacement and the related Benchmark Replacement
Adjustment. From time to time, the Collateral Manager may direct the parties hereto by Issuer Order to enter into a supplemental
indenture in accordance with Section 8.1(b)(iv) to make such Benchmark Replacement Conforming Changes, if any, as
Collateral Manager determines may be necessary or desirable to administer, implement or adopt the applicable Benchmark or the
Benchmark Replacement and related Benchmark Replacement Adjustment.


 



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(d)           Any
determination, implementation, adoption, decision, proposal or election that may be made by the Collateral Manager pursuant to
this Section 2.17, 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)           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 2.17, by email (or other electronic communication).


 


(f)            The
Collateral Manager shall not have any liability or responsibility 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 2.17 (including, without limitation, whether the
conditions for the such determination or selection have been satisfied).


 


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 and the Class G 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 Placement 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;


 



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


 


(c)           an
opinion of Dechert LLP, special U.S. counsel to the Co-Issuers, the Seller, the Collateral Manager, the Retention Holder and certain
Affiliates thereof (which opinions 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(h), (i) and (j)) dated the Closing Date, as to certain enforceability matters
of New York law and certain 1940 Act issues, United States federal income tax and securities law matters, in a form satisfactory
to the Placement Agents;


 


(d)           an
opinion of Dechert 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)           an
opinion of Dechert LLP, U.S. counsel to the Issuer and the Co-Issuer dated the Closing Date, relating to certain bankruptcy matters,
in a form satisfactory to the Placement Agents;


 


(f)            an
opinion of Dechert LLP, counsel to Seller dated the Closing Date, relating to certain U.S. credit risk retention rules, in a form
satisfactory to the Placement Agents;


 


(g)           an
opinion of Sidley Austin LLP, special counsel to Sub-REIT dated the Closing Date, regarding its qualification and taxation as
a REIT;


 


(h)           an
opinion of Richards, Layton & Finger P.A., counsel to the Collateral Manager 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;


 






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


 


(l)            an
opinion of K&L Gates LLP, counsel to the Servicer, and an opinion of in-house counsel to the Servicer, each dated the Closing
Date, regarding certain issues of New York and United States law;


 


(m)          an
opinion of Kilpatrick Townsend & Stockton LLP, counsel to the Special Servicer, dated the Closing Date, regarding certain
issues of New York, Florida and United States law;


 


(n)           an
opinion of Aini & Associates PLLC, counsel to Trustee;


 


(o)           an
opinion of (i) in-house counsel of the Note Administrator, dated as of the Closing Date, regarding certain matters of United States
law and (ii) Aini & Associates PLLC, counsel to the Note Administrator;


 


(p)           an
opinion of counsel to the Issuer regarding certain matters of Minnesota law with respect to the Minnesota Collateral;


 


(q)           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;


 


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


 



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(s)           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 Agreement, the
Preferred Share Paying Agency Agreement, the Securities Account Control Agreement, the U.S. Risk Retention Agreement, the EU Risk
Retention Letter and the Future Funding Account Control Agreement;


 


(t)            an
Accountants’ Report on applying Agreed-Upon Procedures with respect to certain information concerning the Closing Date Collateral
Interests in the data tape, dated July 23, 2019, an Accountants’ Report on applying Agreed-Upon Procedures with respect
to certain information concerning the Closing Date Collateral Interests in the Preliminary Offering Memorandum of the Co-Issuers,
dated July 23, 2019, and the Structural and Collateral Term Sheet dated July 23, 2019, and an Accountant’s Report on applying
Agreed-Upon Procedures with respect to certain information concerning the Closing Date Collateral Interests in the Offering Memorandum;


 


(u)           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;


 


(v)           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 and the Class G 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; and


 


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


 


Section
3.2. Security for Offered
Notes and the Class E-E Notes and the Class E-X 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 Clause 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
Loan 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 on 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 Clause 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 each mortgage note evidencing the obligations of the borrowers under each Collateral Interest to the Custodian
on behalf of the Trustee, at the Custodian’s office in Minneapolis, Minnesota, the Trustee’s security interest in
all Collateral Interests shall be a validly perfected, first priority security interest under the UCC as in effect in the State
of Minnesota.


 


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


 



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(d)           Accounts.
Evidence of the establishment of the Payment Account, the Preferred Share Distribution Account, the Reinvestment and Replenishment
Account, the Custodial Account, the Collection Account, the Future Funding Reserve Account and the Participated Loan Collection
Account.


 


(e)           [Reserved]


 


(f)            [Reserved]


 


(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 the Retention Holder.


 


Section
3.3. Transfer of Collateral.


 


(a)           Wells
Fargo Bank, National Association, acting through its Document Custody division, as document custodian (in such capacity, the “Custodian”),
is hereby appointed as Custodian to hold all of the mortgage notes or participation certificates required to be delivered to it
by the Issuer on the Closing Date or on the closing date of the acquisition of any Reinvestment Collateral Interest or Exchange
Collateral Interest, at its office in Minneapolis, 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 $200,000,000
and whose long-term unsecured debt is rated at least “Baa1” by Moody’s and “BBB” by DBRS (if rated
by DBRS, or if not rated by DBRS, an equivalent (or higher) 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 Loan
Documents at its Corporate Trust Office.


 


(b)           All
Eligible Investments and other investments purchased in accordance with this Indenture in the respective Accounts in which the
funds used to purchase such investments shall be held in accordance with Article 10 and, in respect of each Indenture
Account, the Trustee on behalf of the Secured Parties shall have entered into a securities account control agreement with the
Issuer, as debtor and Wells Fargo 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 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;


 



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


 


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


 


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


 



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(e)           Without
limiting any of the foregoing, in connection with each Grant of a Collateral Interest hereunder as of the date such Collateral
Interest is acquired, the Issuer shall deliver (or cause to be delivered by the Seller) to the Custodian the following documents
(collectively, the “Collateral Interest File”):


 


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


 


(1)           the
original mortgage notes and, if applicable, mezzanine promissory notes bearing, or accompanied by, all intervening endorsements,
endorsed in blank or endorsed “Pay to the order of STWD 2019-FL1, Ltd., without recourse,” and signed in the name
of the last endorsee by an authorized Person and if endorsed to the Issuer, an assignment in blank from the Issuer;


 


(2)           with
respect to a Mortgage Loan, the original mortgage (or a recorded copy thereof or a copy thereof certified from the applicable
recording office) and, if applicable, the originals of all intervening assignments of mortgage (or recorded copies thereof or
copies thereof certified from the applicable recording office), in each case, with evidence of recording thereon, showing an unbroken
chain of title from the originator thereof to the last endorsee;


 


(3)           with
respect to a Mortgage Loan, the original assignment of leases and rents (or a recorded copy thereof or a copy thereof certified
from the applicable recording office), if any, and, if applicable, the originals of all intervening assignments of assignment
of leases and rents (or recorded copies thereof or copies thereof certified from the applicable recording office), in each case,
with evidence of recording thereon, showing an unbroken chain of recordation from the originator thereof to the last endorsee;


 


(4)           with
respect to a Mezzanine Loan, the original pledge and security agreement (including, without limitation, all original membership
certificates, equity interest powers in blank, acknowledgements and confirmations related thereto);


 


(5)           an
original blanket assignment of all unrecorded documents (including a complete chain of intervening assignments, if applicable)
in favor of the Issuer;


 



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(6)            a
filed copy of the UCC-1 financing statements with evidence of filing thereon, and UCC-3 assignments showing a complete chain of
assignment from the secured party named in such UCC-1 financing statement to the Issuer, with evidence of filing thereon;


 


(7)            originals
or copies of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, together
with any other recorded document relating to such Collateral Interest;


 


(8)            with
respect to a Mortgage Loan, an original or a copy (which may be in electronic form) of the 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)            with
respect to a Mezzanine Loan, an original or a copy (which may be in electronic form) of the lender’s UCC title insurance
policy and a copy of the owner’s title insurance policy (with a mezzanine endorsement and assignment of title proceeds)
or a conformed version of the lender’s UCC title insurance policy commitment or owner’s title insurance policy commitment,
as applicable, either marked as binding for insurance or attached to an escrow closing letter, countersigned by the title company
or its authorized agent if such original title insurance policy has not yet been issued;


 


(10)          with
respect to a Mortgage Loan, the original or copy of any security agreement, chattel mortgage or equivalent document, if any;


 


(11)          the
original or copy of any related loan agreement as well as any related letter of credit, lockbox agreement, cash management agreement
and construction contract;


 


(12)          the
original or copy of any related guarantee;


 


(13)          the
original or copy of any related environmental indemnity agreement;


 


(14)          copies
of any property management agreements;


 


(15)          a
copy of a survey of the related Mortgaged Property, together with the surveyor’s certificate thereon;


 


(16)          a
copy of any power of attorney relating to such Mortgage Loan or Mezzanine Loan;


 



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(17)          with
respect to any Collateral Interest secured in whole or in part by a ground lease, copies of any ground leases;


 


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


 


(19)          with
respect to any Mortgage Loan with related mezzanine or other subordinate debt (other than a Mezzanine Loan that is also a Collateral
Interest or a part of a Combined Loan), a copy of any related co-lender agreement, intercreditor agreement, subordination agreement
or other similar agreement;


 


(20)          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, if any, 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 as determined
by the Issuer or Seller);


 


(21)          the
following additional original documents, (a) allonge, endorsed in blank; (b) assignment of mortgage, in blank, in form
and substance acceptable for recording; (c) if applicable, assignment of leases and rents, in blank, in form and substance
acceptable for recording; and (d) assignment of unrecorded documents, in blank, in form and substance acceptable for recording.


 


(ii)            if
such Collateral Interest is a Participation:


 


(1)            (a)
with respect to any Collateral Interest related to a Serviced Commercial Real Estate Loan, each of the documents specified in
clause (i) above (other than the documents specified in (i)(21)) with respect to such Participated Loan) and (b) with respect
to any Collateral Interest related to a Non-Serviced Commercial Real Estate Loan, a copy of each of the documents specified in
clause (i) above (other than the documents specified in (i)(21)) with respect to such Participated Loan);


 


(2)            in
the case of an Owned Participation, an original participation certificate evidencing such Owned Participation in the name of the
Issuer;


 


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


 



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(4)            a
copy of the participation certificate evidencing each related Companion Participation(s); and


 


(5)            a
copy of the related Participation Agreement.


 


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


 


(f)            The
execution and delivery of this Indenture by the Custodian shall constitute certification that (i) each original note and participation
certificate, if applicable, 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 (directly or through a bailee); and (ii) such original note
and participation certificate, if applicable, has been reviewed by the Custodian and (A) appears regular on its face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the borrower), (B) appears to have been
executed and (C) purports to relate to the related Collateral Interest. The Custodian agrees to review or cause to be reviewed
the Collateral Interest Files within sixty (60) days after the Closing Date, and to deliver to the Issuer, the Note Administrator,
the Servicer, the Special Servicer, the Collateral Manager, the Trustee and McCoy & Orta a certification in the form of Exhibit
K 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.


 


(g)           No
later than the one hundred twentieth (120th) day after the Closing Date, and every quarter thereafter until all exceptions are
cleared, the Custodian shall (i) deliver to the Issuer, with a copy to the Note Administrator, the Trustee, the Collateral Manager,
McCoy & Orta, the Servicer and the Special Servicer an 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.


 



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(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 Loan Document in the possession of the Issuer and not previously delivered hereunder
(including originals of Loan 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 Collateral Interest 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 K acknowledging
the receipt of such documents by the Custodian and that it is holding such documents subject to the terms of this Indenture; and


 


(iii)           from
time to time upon request of the Servicer or the Special Servicer, the Custodian shall, upon delivery by the Collateral Manager,
the Servicer or Special Servicer, as applicable, of a request for release in the form of Exhibit L hereto (such request,
a “Request for Release”), release to the Servicer or the Special Servicer, as applicable, such of the Loan
Documents then in its custody as the Servicer or Special Servicer, as applicable, reasonably so requests. By submission of any
such Request for Release, the Servicer or the Special Servicer, as applicable, shall be deemed to have represented and warranted
that it has determined in accordance with the Servicing Standard set forth in the Servicing Agreement that the requested release
is necessary for the administration of such Collateral Interest hereunder or under the Servicing Agreement or for the protection
of the security interest of the Trustee under this Indenture. The Servicer or the Special Servicer shall return to the Custodian
each Loan Document released from custody pursuant to this clause (iii) within twenty (20) Business Days of receipt thereof
(except such Loan 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. The Custodian shall not be responsible for the contents of any Collateral Interest File while not in the Custodian’s
possession pursuant to a Request for Release. In connection with any Request for Release, unless otherwise specified in such request,
the participation certificate shall be released along with the Collateral Interest loan files for the requested Collateral Interest.


 



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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;


 



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


 


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


 


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


 


(xii)          each
of the Indenture Accounts constitutes a Securities Account in respect of which Wells Fargo 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), the Custodian and the Trustee and the specific
obligations set forth below hereunder, (v) the rights, obligations and immunities of the Collateral Manager hereunder, under the
Collateral Management Agreement and under the Servicing Agreement, and (vi) the rights of Noteholders as beneficiaries hereof with
respect to the property deposited with the Custodian or Securities Intermediary (on behalf of the Trustee) and payable to all or
any of them (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture) when:


 



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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;


 






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


 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Co-Issuer, the Trustee, the Note Administrator,
and, if applicable, the Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18,
6.7, 7.3 and 14.12 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 and, in the case of amounts payable on the Notes, in accordance with
the Priority of Payments and thereupon such Paying Agent shall be released from all further liability with respect to such amounts.


 



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


 


ARTICLE
5



REMEDIES


 


Section
5.1. Events of Default.


 


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


 


(a)            a
default in the payment of any interest on any of the Class A Notes, the Class A-S Notes or the Class B Notes (or, if none of the
Class A Notes, the Class A-S Notes or the 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;


 









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


 


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


 


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


 


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


 


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


 



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(i)             the
Issuer loses its status as a Qualified REIT Subsidiary or other disregarded entity of Sub-REIT or another 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) 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 (19) under Section 11.1(a)(i) in accordance with the Priority of Payments or (B) all Classes
of the Notes are subject to a Tax Redemption announced by the Issuer in compliance with this Indenture, and such redemption has
not been rescinded.


 


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


 


Section
5.2. Acceleration of Maturity;
Rescission and Annulment.


 


(a)            If
an Event of Default shall occur and be continuing (other than the Events of Default specified in Section 5.1(f) or
5.1(g)), the Trustee may (and shall at the direction of a Majority, by outstanding principal amount, of each Class of Offered
Notes and the Class E-E Notes, if applicable, 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 or the Class E-E Notes, if applicable, is outstanding, a majority,
by outstanding principal amount, of the Class F Notes and the Class F-E Notes or, if no Class of Offered Notes, Class E-E
Notes, if applicable, or no Class F Notes or Class F-E Notes are outstanding, a majority by outstanding principal amount,
of the Class G Notes and the Class G-E 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 and Replenishment
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 and Replenishment Period. If the Notes
are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a).


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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.


 



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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 on any Class A Note, the payment of principal
on any Class A Note (but only after interest with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class A-S Note (but only after interest and
principal with respect to the Class A Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority
have been paid in full), the payment of principal on any Class A-S Note (but only after interest and principal with respect to
the Class A Notes and interest with respect to the Class A-S Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class B Note (but only after interest with
respect to the Class A Notes and the Class A-S Notes and any amounts payable pursuant to Section 11.1(a) having a
higher priority have been paid in full), the payment of principal on any Class B Note (but only after interest and principal with
respect to the Class A Notes and the Class A-S Notes and interest with respect to the Class B Notes and any amounts payable pursuant
to Section 11.1(a) having a higher priority have been paid in full), the payment of interest on any Class C Note (but
only after interest with respect to the Class A Notes, the Class A- S Notes and Class B Notes and any amounts payable pursuant
to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class C Note
(but only after interest and principal with respect to the Class A Notes, the Class A-S Notes and the Class B Notes and interest
with respect to the Class C Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have
been paid in full), the payment of interest on any Class D Note (but only after interest with respect to the Class A Notes, the
Class A-S Notes, the Class B Notes and the Class C Notes and any amounts payable pursuant to Section 11.1(a) having
a higher priority have been paid in full), the payment of principal on any Class D Note (but only after interest and principal
with respect to the Class A Notes, the Class A-S Notes, the Class B Notes and the Class C Notes and interest with respect to the
Class D Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full),
the payment of interest on any Class E Note, the Class E-E Note and the Class E-X Note (but only after interest with respect to
the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes and any amounts payable pursuant
to Section 11.1(a) having a higher priority have been paid in full), the payment of principal on any Class E Note or the
Class E-E Note (but only after interests and principal with respect to the Class A Notes, the Class A-S Notes, the Class B Notes,
the Class C Notes and the Class D Notes and interest with respect to the Class E Notes, the Class E-E Notes and the Class E-X
Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment
of interest on any Class F Note, the Class F-E Note and the Class F-X Note (but only after interest with respect to 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 E-E Notes
and the Class E-X Notes and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in
full), the payment of principal on any Class F Note or the Class F-E Note (but only after interests and principal with respect
to 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
E-E Notes and the Class E-X Notes and interest with respect to the Class F Notes, the Class F-E Notes and the Class F-X Notes
and any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the payment
of interest on any Class G Note, the Class G-E Note and the Class F-X Note (but only after interest with respect to 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 E-E Notes,
the Class E-X Notes, the Class F Notes, the Class F-E Notes and the Class F-X Notes and any amounts payable pursuant to Section
11.1(a) having a higher priority have been paid in full), the payment of principal on any Class G Note and the Class G-E Note
(but only after interests and principal with respect to 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes
and the Class F-X Notes and interest with respect to the Class G Notes, the Class G-E Notes and the Class G-X Notes and 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 and the Class E-E and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the
Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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 and
the Class E-E and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes,
the Class G Notes, the Class G-E Notes and the Class G-X 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:


 


(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;


 



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(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 (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) 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 in connection with an Event of Default, whether made under the power of sale hereby given or by virtue of judicial proceedings,
any Noteholder, Preferred Shareholder, the Collateral Manager, the Servicer or the Special 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) 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 Permitted Subsidiary, any petition for bankruptcy, reorganization, arrangement, moratorium, liquidation
or other similar proceedings under federal or State bankruptcy or similar laws of any jurisdiction. Nothing in this Section 5.4
shall preclude, or be deemed to stop, the Advancing Agent, the Trustee, the Note Administrator, or any other Secured Party
or any other party to any Transaction Document (i) from taking any action prior to the expiration of the aforementioned one year
and one day period, or, if longer, the applicable preference period then in effect (including any period established pursuant
to the laws of the Cayman Islands) period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer
or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Trustee, the Note Administrator or
any other Secured Party or any other party to any Transaction Document, or (ii) from commencing against the Issuer or the Co-Issuer
or any of their respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium
or liquidation proceeding.


 



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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 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; or


 


(iii)           an
Event of Default as described in Section 5.1(i) occurs and is continuing, in which case the Collateral Manager shall
promptly proceed to liquidate the Collateral (or such portion of the Collateral as is necessary to cure such Event of Default).


 


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.


 



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(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 Special
Servicer may, but need not, retain at the expense of the Issuer and rely on an opinion of an Independent investment banking firm
of national reputation or other appropriate advisors (the cost of which shall be payable as a Company Administrative Expense)
in connection with a determination as to whether the condition specified in Section 5.5(a)(i) exists.


 


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


 


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.


 


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 and in accordance with the Priority of Payments set forth in Section 11.1(a)(iii),
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 this Indenture or the Notes is subject to any non-petition covenants set forth in this 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:





 






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(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, the Holders of at least 25% of the then Aggregate Outstanding Amount of the
Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default
in its own name as Trustee hereunder and such Holders have offered to the Trustee indemnity reasonably satisfactory to it against
the costs, expenses and liabilities to be incurred in compliance with such request;


 


(c)            the
Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such Proceeding;
and


 


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


 



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Section
5.11. Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee, the Note Administrator or to
the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section
5.12. Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Noteholder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein or a waiver of a subsequent Event of Default. Every right and remedy given by this Article 5 or by law to
the Trustee, or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee,
or by the Noteholders, as the case may be.


 


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


 


(a)            such
direction shall not conflict with any rule of law or with this Indenture;


 


(b)            the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however,
that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability
(unless the Trustee has received indemnity satisfactory to it against such liability as set forth below);


 


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


 


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


 


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


 



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(a)            in the payment of principal of any Note;


 


(b)            in the payment of interest in respect of the Controlling Class;


 


(c)            in respect of a covenant or provision hereof that, under Section 8.2, cannot be modified or amended without
the waiver or consent of the Holder of each Outstanding Note adversely affected thereby; or


 


(d)            in
respect of any right, covenant or provision hereof for the individual protection or benefit of the Trustee or the Note Administrator,
without the Trustee’s or the Note Administrator’s express written consent thereto, as applicable.


 


In the case of any
such waiver, the Issuer, the Co-Issuer, the Trustee, and the Holders of the Notes shall be restored to their respective former
positions and rights hereunder, but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereto.


 


Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. Any
such waiver shall be effectuated upon receipt by the Trustee and the Note Administrator of a written waiver by such Majority of
each Class of Notes.


 


Section 5.15. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall not
apply to any suit instituted by (x) the Trustee, (y) any Noteholder, or group of Noteholders, holding in the aggregate more than
10% of the Aggregate Outstanding Amount of the Controlling Class or (z) any Noteholder for the enforcement of the payment of the
principal of or interest on any Note or any other amount payable hereunder on or after the Stated Maturity Date (or, in the case
of redemption, on or after the applicable Redemption Date).


 


Section 5.16. Waiver of Stay or Extension Laws. Each of the Issuer and the Co-Issuer covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force (including but not limited to filing a voluntary
petition under Chapter 11 of the Bankruptcy Code and by the voluntary commencement of a proceeding or the filing of a petition
seeking winding up, liquidation, reorganization or other relief under any bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws now or hereafter in effect), which may affect the covenants, the performance of or any remedies
under this Indenture; and each of the Issuer and the Co-Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 



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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 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), such Sale
shall not occur unless and until the Special Servicer has again made the determination required by Section 5.5(a)(i).
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.


 


(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 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.


 



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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


 


(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 a Trust Officer of the Trustee has occurred and is continuing, the Trustee
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.


 



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(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 three (3) 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 three (3) Business Day period except to the
extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Trustee and the Note
Administrator shall be entitled to request and rely on the advice of legal counsel and Independent accountants in performing its
duties hereunder and be deemed to have acted in good faith and shall not be subject to any liability if it acts in accordance with
such advice.


 


(d)           No provision of this Indenture shall be construed to relieve the Trustee or the Note Administrator from liability for its
own negligent action, its own negligent failure to act, or its own willful misconduct, except that neither the Trustee nor the
Note Administrator shall be liable:


 


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


 


(ii)            with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer,
the 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 obligations to confirm the compliance by the Issuer, Sub-REIT
or the Retention Holder with the Credit Risk Retention Rules or the EU Risk Retention Letter.


 



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(h)            Neither the Trustee nor the Note Administrator shall have any liability or responsibility for the determination or selection
of an alternative or successor base rate to the Benchmark (including, without limitation, whether the conditions for the designation
of such rate have been satisfied).


 


(i)             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.


 


(j)             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).


 


(k)            Upon written request, the Trustee and the Note Administrator shall provide to the Issuer, the Placement Agents or any agent
thereof any information specified by such parties regarding the Holders of the Notes and payments on the Notes that is reasonably
available to the Trustee or the Note Administrator, as the case may be, and may be necessary for FATCA Compliance, subject in all
cases to confidentiality provisions.


 


(l)             For the avoidance of doubt, the Note Administrator will have no responsibility for the preparation of any tax returns or
related reports on behalf of or for the benefit of the Issuer or any Noteholder, or the calculation of any original issue discount
on the Notes.


 


Section 6.2. Notice of Default. Promptly (and in no event later than three (3) Business Days) after the occurrence of any Default
actually known to a Trust Officer of 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 or document believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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(i)             neither the Trustee nor the Note Administrator shall be responsible for the accuracy of the books or records of, or for
any acts or omissions of, the Depository, any Transfer Agent (other than the Note Administrator itself acting in that capacity),
Clearstream, Luxembourg, Euroclear, any Calculation Agent (other than the Note Administrator itself acting in that capacity) or
any Paying Agent (other than the Note Administrator itself acting in that capacity);


 


(j)             neither the Trustee nor the Note Administrator shall be liable for the actions or omissions of the Issuer, the Co-Issuer,
the Collateral Manager, the Servicer, the Special Servicer, the Trustee (in the case of the Note Administrator) or 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 content, completeness or 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 Collateral Interest;


 


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


 


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


 


(m)           the Trustee and the Note Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee or as Note Administrator, as applicable, in each capacity for which it serves hereunder and under the
Future Funding Agreement, the Future Funding Account Control Agreement, the Servicing Agreement and the Securities Account Control
Agreement (including, without limitation, as Secured Party, Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent,
Custodian, Securities Intermediary, Backup Advancing Agent and Notes Registrar);


 



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(n)            in determining any affiliations of Noteholders with any party hereto or otherwise, each of the Trustee and the Note Administrator
shall be entitled to request and conclusively rely on a certification provided by a Noteholder;


 


(o)            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;


 


(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;


 


(r)            except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association, acting in any particular
capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity
that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in
any other capacity hereunder or under the Servicing Agreement, except, in the case of either clause (a) or (b), where
some or all of the obligations performed in such capacities are performed by one or more employees within the same group or division
of Wells Fargo Bank, National Association, or the groups or divisions responsible for performing the obligations in such capacities
have one or more of the same Responsible Officers; provided, however, the knowledge of employees performing special
servicing functions shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing
master servicing functions shall not be imputed to employees performing special servicing functions;


 


(s)            neither the Trustee nor the Note Administrator shall be under any obligation to take any action in the performance of its
respective duties hereunder that would be in violation of applicable law;


 



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(t)             the Trustee and the Note Administrator may request, and are entitled to rely on, the written direction of the Collateral
Manager with respect to the matters described in Section 2.17 of this Indenture.


 


Section 6.4. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, other than the
Certificate of Authentication thereon, shall be taken as the statements of the Issuer and the Co-Issuer, and neither the Trustee
nor the Note Administrator assumes any responsibility for their correctness. Neither the Trustee nor the Note Administrator makes
any representation as to the validity or sufficiency of this Indenture, the Collateral or the Notes. Neither the Trustee nor the
Note Administrator shall be accountable for the use or application by the Issuer or the Co-Issuer of the Notes or the proceeds
thereof or any amounts paid to the Issuer or the Co-Issuer pursuant to the provisions hereof.


 


Section 6.5. May Hold Notes. The Trustee, the Note Administrator, the Paying Agent, the Notes Registrar or any other agent of
the Issuer or the Co-Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with the Issuer and the Co-Issuer with the same rights it would have if it were not Trustee, Note Administrator, Paying Agent,
Notes Registrar or such other agent.


 


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


 


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 the Trustee and
Note Administrator Fee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee or note administrator of an express trust);


 


(ii)            except as otherwise expressly provided herein, to reimburse the Trustee, Custodian and Note Administrator in a timely manner
upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee, Custodian or Note Administrator
in connection with its performance of its obligations under, or otherwise in accordance with any provision of this Indenture, the
Servicing Agreement, the Future Funding Agreement, the Future Funding Account Control Agreement and the Securities Account Control
Agreement;


 


(iii)           to indemnify the Trustee, Custodian or Note Administrator and their respective Officers, directors, employees and agents
for, and to hold them harmless against, any loss, liability, cost or expense (including reasonable attorneys’ fees), including
in connection with its enforcement of the indemnity in this Section 6.7(a)(iii), incurred without negligence, willful misconduct
or bad faith on their respective parts, arising out of or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of
any of their powers or duties hereunder and under the Future Funding Agreement, the Future Funding Account Control Agreement and
the Securities Account Control Agreement, including any costs and expenses (including reasonable attorneys’ fees) incurred
in connection with the enforcement of any indemnity afforded to them hereunder; and


 



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(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.


 


(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 institute against, or join any other
Person in institution against, the Issuer, the Co-Issuer or any Permitted Subsidiary any bankruptcy, reorganization, arrangement,
insolvency, moratorium, liquidation or other similar proceedings under federal or State bankruptcy or similar laws of any jurisdiction
until at least one year (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 Section 6.7(c) shall survive termination of this Indenture and resignation
or removal of the Trustee or the Note Administrator.


 


(d)            The Trustee and Note Administrator agree that the payment of all amounts to which it is entitled pursuant to Sections
6.7(a)(i), (a)(ii), (a)(iii) and (a)(iv) shall be subject to the Priority of Payments, shall be payable
only to the extent funds are available in accordance with such Priority of Payments, shall be payable solely from the Collateral
and following realization of the Collateral, any such claims of the Trustee or Note Administrator against the Issuer, and all obligations
of the Issuer, shall be extinguished. The Trustee 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 shall not institute any proceeding for enforcement
of such lien except in connection with an action taken pursuant to Section 5.3 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 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 $200,000,000 and subject to supervision or examination by federal or State authority,
having a long-term unsecured debt rating of at least “A2” by Moody’s and “A” by DBRS (or, if not
rated by DBRS, an equivalent rating by any two other NRSROs (which may include Moody’s)); provided, that with respect
to the Trustee, it may maintain a long-term unsecured debt rating of at least “Baa1” by Moody’s and “A(low)”
by DBRS and a short-term unsecured debt rating of at least “P-2” by 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 and in the case of such a petition by the Trustee or the Note Administrator,
at the expense of the Issuer. 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. To the extent the Trustee or Note Administrator is removed without cause, the expenses incurred in connection
with transferring such party’s responsibilities hereunder shall be reimbursed by the Issuer.


 


(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 at least thirty (30) days’ prior written notice delivered
to the parties hereto. 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 removal, the removed Trustee or Note Administrator, as the case may be, may, at the expense
of the Issuer, petition a court of competent jurisdiction for the appointment of a successor.


 


(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 Servicer, the parties hereto,
and to the Holders of the Notes as their names and addresses appear in the Notes Register. Each notice shall include the name of
the successor Trustee or Note Administrator, as the case may be, and the address of its respective Corporate Trust Office. If the
Issuer or the Co-Issuer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee or Note
Administrator, the successor Trustee or Note Administrator shall cause such notice to be given at the expense of the Issuer or
the Co-Issuer, as the case may be.


 


(g)            The resignation or removal of the Note Administrator in any capacity in which it is serving hereunder, including Note Administrator,
Paying Agent, Authenticating Agent, Calculation Agent, Transfer Agent, Custodian, Securities Intermediary, Backup Advancing Agent
and Notes Registrar, shall be deemed a resignation or removal, as applicable, in each of the other capacities in which it serves.


 






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Section 6.10. Acceptance of Appointment by Successor. Every successor Trustee or Note Administrator appointed hereunder shall execute,
acknowledge and deliver to the Collateral Manager, the Servicer, and the parties hereto including the retiring Trustee or the retiring
Note Administrator, as the case may be, an instrument accepting such appointment. Upon delivery of the required instruments, the
resignation or removal of the retiring Trustee or the retiring Note Administrator shall become effective and such successor Trustee
or Note Administrator, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties
and obligations of the retiring Trustee or Note Administrator, as the case may be; but, on request of the Issuer and the Co-Issuer
or a Majority of the Controlling Class, the Collateral Manager or the successor Trustee or Note Administrator, such retiring Trustee
or Note Administrator shall, upon payment of its fees, indemnities and other amounts then unpaid, execute and deliver an instrument
transferring to such successor Trustee or Note Administrator all the rights, powers and trusts of the retiring Trustee or Note
Administrator, as the case may be, and shall duly assign, transfer and deliver to such successor Trustee or Note Administrator
all property and amounts held by such retiring Trustee or Note Administrator hereunder, subject nevertheless to its lien, if any,
provided for in Section 6.7(d). Upon request of any such successor Trustee or Note Administrator, the Issuer and the
Co-Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
or Note Administrator all such rights, powers and trusts.


 


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. If the outgoing Trustee
or outgoing Note Administrator, as applicable, is terminated for cause, the same shall be responsible (i) for any reasonable out-of-pocket
expenses (excluding successor Trustee fees or Note Administrator fees) incurred by the Issuer and such successor (including the
reasonable expenses of counsel of such Person) in connection with the appointment of a successor Trustee or successor Note Administrator,
as applicable, and (ii) for the reasonable out-of-pocket expenses to assign the Collateral Interests to such successor (as agreed
to in advance by the outgoing Trustee).


  


Section 6.11. Merger, Conversion, Consolidation or Succession to Business of Trustee and Note Administrator. Any entity into which
the Trustee or the Note Administrator may be merged or converted or with which it may be consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Trustee or the Note Administrator, shall be a party, or any entity succeeding
to all or substantially all of the corporate trust business of the Trustee or the Note Administrator, shall be the successor of
the Trustee or the Note Administrator, as applicable, hereunder; provided that with respect to the Trustee, such entity
shall be otherwise qualified and eligible under this Article 6, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any of the Notes have been authenticated, but not delivered, by the
Note Administrator then in office, any successor by merger, conversion or consolidation to such authenticating Note Administrator
may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Note Administrator
had itself authenticated such Notes.


 



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Section 6.12. Co-Trustees and Separate Trustee. At any time or times, including for the purpose of meeting the legal requirements
of any jurisdiction in which any part of the Collateral may at the time be located, for enforcement actions, or where a conflict
of interest exists, 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 or as a separate trustee of all or any part of the Collateral, with the power to file such proofs of claim
and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action
on behalf of the Holders of the Notes as such Holders themselves may have the right to do, subject to the other provisions of this
Section 6.12.


 


Each of the Issuer
and the Co-Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary
or proper to appoint a co-trustee. If the Issuer and the Co-Issuer do not both join in such appointment within 15 days after the
receipt by them of a request to do so, the Trustee shall have power to make such appointment on its own.


 


Should any written
instrument from the Issuer or the Co-Issuer be required by any co-trustee, so appointed, more fully confirming to such co-trustee
such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by
the Issuer or the Co-Issuer, as the case may be. The Issuer agrees to pay (but only from and to the extent of the Collateral) to
the extent funds are available therefor under the Priority of Payments, for any reasonable fees and expenses in connection with
such appointment.


 


Every co-trustee, shall,
to the extent permitted by law, but to such extent only, be appointed subject to the following terms:


 


(a)            all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property
held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee;


 


(b)            the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered
by the appointment of a co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee
and such co-trustee jointly in the case of the appointment of a co-trustee as shall be provided in the instrument appointing such
co-trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee
shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised
and performed by a co-trustee;


 


(c)            the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer and the Co-Issuer
evidenced by an Issuer Order, may accept the resignation of, or remove, any co-trustee appointed under this Section 6.12,
and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of,
or remove, any such co-trustee without the concurrence of the Issuer or the Co-Issuer. A successor to any co-trustee so resigned
or removed may be appointed in the manner provided in this Section 6.12;


 



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(d)            no
co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee hereunder, and any co-trustee
hereunder shall be entitled to all the privileges, rights and immunities under Article 6 hereof, as if it were named
the Trustee hereunder; and


  


(e)            any Act of Securityholders delivered to the Trustee shall be deemed to have been delivered to each co-trustee.


 


Section 6.13. Direction to Enter Into the Servicing Agreement. The Issuer hereby directs the Trustee and the Note Administrator
to enter into the Servicing Agreement. Each of the Trustee and the Note Administrator shall be entitled to the same rights, protections,
immunities and indemnities afforded to each herein in connection with any matter contained in the Servicing Agreement.


 


Section 6.14. Representations and Warranties of the Trustee. The Trustee represents and warrants for the benefit of the other parties
to this Indenture and the parties to the Servicing Agreement that:


 


(a)            the Trustee is a national banking association with trust powers, duly and validly existing under the laws of the United
States of America, with corporate power and authority to execute, deliver and perform its obligations under this Indenture and
the Servicing Agreement, and is duly eligible and qualified to act as Trustee under this Indenture and the Servicing Agreement;


 


(b)            this
Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Trustee and each constitutes
the valid and binding obligation of the Trustee, enforceable against it in accordance with its terms except (i) as limited by
bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other
similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles, regardless
of whether considered in a proceeding in equity or at law, and (ii) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought;


 


(c)            neither the execution, delivery and performance of this Indenture or the Servicing Agreement, nor the consummation of the
transactions contemplated by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Trustee to obtain
any consent, authorization, approval or registration under, any law, statute, rule, regulation, or any judgment, order, writ, injunction
or decree that is binding upon the Trustee or any of its properties or Collateral or (ii) will violate the provisions of the Governing
Documents of the Trustee; and





 


(d)            there are no proceedings pending or, to the best knowledge of the Trustee, threatened against the Trustee before any Federal,
state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal, foreign or
domestic, which could have a material adverse effect on the Collateral or the performance by the Trustee of its obligations under
this Indenture or the Servicing Agreement.


 






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Section 6.15. Representations and Warranties of the Note Administrator. The Note Administrator represents and warrants for the
benefit of the other parties to this Indenture and the parties to the Servicing Agreement that:


 


(a)            the Note Administrator is a national banking association with trust powers, duly and validly existing under the laws of
the United States of America, with corporate power and authority to execute, deliver and perform its obligations under this Indenture
and the Servicing Agreement, and is duly eligible and qualified to act as Note Administrator under this Indenture and the Servicing
Agreement;


 


(b)            this Indenture and the Servicing Agreement have each been duly authorized, executed and delivered by the Note Administrator
and each constitutes the valid and binding obligation of the Note Administrator, enforceable against it in accordance with its
terms except (i) as limited by bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation,
receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by
general equitable principles, regardless of whether considered in a proceeding in equity or at law, and (ii) that the remedy of
specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought;


 


(c)            neither the execution, delivery and performance of this Indenture of the Servicing Agreement, nor the consummation of the
transactions contemplated by this Indenture or the Servicing Agreement, (i) is prohibited by, or requires the Note Administrator
to obtain any consent, authorization, approval or registration under, any law, statute, rule, regulation, or any judgment, order,
writ, injunction or decree that is binding upon the Note Administrator or any of its properties or Collateral or (ii) will violate
the provisions of the Governing Documents of the Note Administrator; and


 


(d)            there
are no proceedings pending or, to the best knowledge of the Note Administrator, threatened against the Note Administrator before
any Federal, state or other governmental agency, authority, administrator or regulatory body, arbitrator, court or other tribunal,
foreign or domestic, which could have a material adverse effect on the Collateral or the performance by the Note Administrator
of its obligations under this Indenture or the Servicing Agreement.


 


Section 6.16. Requests for Consents. In the event that the Trustee and Note Administrator receives written notice of any offer
or any request for a waiver, consent, amendment or other modification with respect to any Collateral Interest (before or after
any default) or in the event any action is required to be taken in respect to an Loan Document, the Note Administrator shall promptly
forward such notice to the Issuer, the Collateral Manager, the Servicer and the Special Servicer. The Special Servicer shall take
such action as required under the Servicing Agreement as described in Section 10.9(f).


 



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Section 6.17. Withholding.


 


(a)           If any amount is required to be deducted or withheld from any payment to any Noteholder or payee, such amount shall reduce
the amount otherwise distributable to such Noteholder or payee. The Note Administrator is hereby authorized to withhold or deduct
from amounts otherwise distributable to any Noteholder or payee sufficient funds for the payment of any tax that is legally required
to be withheld or deducted (but such authorization shall not prevent the Note Administrator from contesting any such tax in appropriate
proceedings and legally withholding payment of such tax, pending the outcome of such proceedings). The amount of any withholding
tax imposed with respect to any Noteholder or payee shall be treated as Cash distributed to such Noteholder or payee at the time
it is deducted or withheld by the Issuer or the Note Administrator, as applicable, and remitted to the appropriate taxing authority.
If there is a possibility that withholding tax is payable with respect to a distribution, the Note Administrator may in its sole
discretion withhold such amounts in accordance with this Section 6.17. The Issuer and the Co-Issuer agree to timely
provide to the Trustee accurate and complete copies of all documentation received from Noteholders or payee pursuant to Sections
2.7(c) and 2.11(c). 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. In addition, initial purchasers and transferees of Definitive Notes shall provide the Issuer, the Trustee,
the Note Administrator or their agents, all information, documentation or certifications reasonably required to permit the Issuer
to comply with its tax reporting obligations under applicable law, including any applicable cost basis reporting obligation.


 


(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 and the Class E-E and the Class
E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the
Class G-E Notes and the Class G-X 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 the Class E-E and the Class E-X Notes, and by the Issuer, with respect to the Class F Notes,
the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares
for all purposes of this Indenture.


 






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The Note Administrator shall,
unless prevented from doing so for reasons beyond its reasonable control, give notice to each Securityholder of any such withholding
requirement no later than ten days prior to the related Payment Date from which amounts are required (as directed by the Issuer
(or the Collateral Manager on its behalf)) to be withheld; provided that, despite the failure of the Note Administrator
to give such notice, amounts withheld pursuant to applicable tax laws shall be considered as having been paid by the Issuer and
the Co-Issuer, as provided above.


 


Section 7.2. Maintenance of Office or Agency. The Co-Issuers, with respect to the Offered Notes and the Class E-E and the Class
E-X Notes, and the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the
Class G-E Notes and the Class G-X 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 Issuer and Co-Issuer in
respect of the Offered Notes and the Class E-E and the Class E-X 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 and the Class E-E and the Class E-X Notes, on behalf of the Issuer and the Co-Issuer,
or, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the
Class G-X 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.


 



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When the Paying
Agent is not also the Notes Registrar, the Issuer and the Co-Issuer, with respect to the Offered Notes and the Class E-E and the
Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes,
the Class G-E Notes and the Class G-X 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 institute against, or join any other Person in instituting against, the Issuer, the Co-Issuer or any Permitted Subsidiary, any
petition for bankruptcy, reorganization, arrangement, moratorium, liquidation or other similar proceedings under federal or State
bankruptcy or similar laws of any jurisdiction for the non-payment to the Paying Agent of any amounts payable thereto until at
least one year (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.


 


The initial Paying
Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer
Order of the Issuer and Issuer Order of the Co-Issuer and at the sole cost and expense (including such Paying Agent’s fee)
of the Issuer and the Co-Issuer, with written notice thereof to the Note Administrator; provided, however, that so
long as any Class of the Notes are rated by a Rating Agency and with respect to any additional or successor Paying Agent for the
Notes, either (i) such Paying Agent has a long-term unsecured debt rating of “Aa3” or higher by Moody’s and a
short-term debt rating of “P-1” by Moody’s or (ii) each of the Rating Agencies confirms that employing such Paying
Agent shall not adversely affect the then-current ratings of the Notes. In the event that such successor Paying Agent ceases to
have a long-term debt rating of “Aa3” or higher by Moody’s and a short-term debt rating of at least “P-1”
by Moody’s, the Issuer and the Co-Issuer shall promptly remove such Paying Agent and appoint a successor Paying Agent. The
Issuer and the Co-Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution
or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer
and the Co-Issuer shall cause the Paying Agent other than the Note Administrator to execute and deliver to the Note Administrator
an instrument in which such Paying Agent shall agree with the Note Administrator (and if the Note Administrator acts as Paying
Agent, it hereby so agrees), subject to the provisions of this Section 7.3, that such Paying Agent will:


 






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(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.


 


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.


 



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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
Administration Agreement with the Company Administrator, the Preferred Share Paying Agency Agreement with the Preferred 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.


 



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(d)          So
long as any Note is Outstanding, the Co-Issuer shall ensure that all limited liability company or other formalities regarding
its existence are followed, as well as correcting any known misunderstanding regarding its separate existence. The Co-Issuer shall
not take any action or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or its
Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency
proceeding. The Co-Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance
of the Co-Issuer’s obligations hereunder, and the Co-Issuer shall at all times keep and maintain, or cause to be kept and
maintained, books, records, accounts and other information customarily maintained for the performance of the Co-Issuer’s
obligations hereunder. Without limiting the foregoing, the Co-Issuer shall not (A) have any subsidiaries, (B) have any employees
(other than its managers), (C) join in any transaction with any member that is not permitted under the terms of the Servicing
Agreement or this Indenture, (D) pay dividends other than in accordance with the terms of this Indenture, (E) commingle its funds
or Collateral with those of any other Person, or (F) enter into any contract or agreement with any of its Affiliates, except upon
terms and conditions that are commercially reasonable and substantially similar to those available in arm’s-length transactions
with an unrelated party.


 


Section 7.5. Protection of Collateral.


 


(a)          The Note Administrator, at the expense of the Issuer and pursuant to any Opinion of Counsel received pursuant to Section 7.5(e),
shall execute and deliver all such Financing Statements, continuation statements, instruments of further assurance and other instruments,
and shall take such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders
and to:


 


(i)     
       Grant more effectively all or any portion of the Collateral;


 


(ii)            maintain or preserve the lien (and the priority thereof) of this Indenture or to carry out more effectively the purposes
hereof;


 


(iii)           perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture (including, without
limitation, any and all actions necessary or desirable as a result of changes in law or regulations);


 


(iv)          instruct the Special Servicer with respect to enforcement on any of the Collateral Interests or enforce on any other instruments
or property included in the Collateral;


 


(v)            instruct the Special Servicer to preserve and defend title to the Collateral Interests and preserve and defend title to
the other Collateral and the rights of the Trustee, the Holders of the Notes in the Collateral against the claims of all persons
and parties; and





 


(vi)          pursuant
to Sections 11.1(a)(i)(1) and 11.1(a)(ii)(1), pay or cause to be paid any and all taxes levied or assessed upon
all or any part of the Collateral.


 






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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) below, 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 10.10(a), (b)
or (c) and except for payments, deliveries and distributions otherwise expressly permitted under this Indenture) cause or
permit the Custodial Account or the Custodian to be located in a different jurisdiction from the jurisdiction in which the Custodian
was located on the Closing Date, unless the Trustee or the Note Administrator, as applicable, shall have first received an Opinion
of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue
to be maintained after giving effect to such action or actions.


 


(c)          The Issuer shall (i) pay or cause to be paid taxes, if any, levied on account of the beneficial ownership by the Issuer
of any Collateral that secure the Notes and timely file all tax returns and information statements as required, (ii) take all actions
necessary or advisable to prevent the Issuer from becoming subject to any withholding or other taxes or assessments and to allow
the Issuer to comply with FATCA, including, appointing any agent or representative to perform due diligence, withholding or reporting
obligations of the Issuer pursuant to FATCA and (iii) if required to prevent the withholding or imposition of United States income
tax, deliver or cause to be delivered an IRS Form W-9 (or the applicable IRS Form W-8, if appropriate) or successor applicable
form, to each borrower, counterparty or paying agent with respect to (as applicable) an item included in the Collateral at the
time such item is purchased or entered into and thereafter prior to the expiration or obsolescence of such form.


 


(d)          The
Issuer (or an agent acting 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 FATCA Compliance, including appointing any agent or representative
to perform due diligence, withholding or reporting obligations of the Issuer to enable FATCA Compliance, and any other action
that the Issuer would be permitted to take under this Indenture necessary for FATCA Compliance. 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
FATCA Compliance.


 



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(e)           For
so long as the Notes are Outstanding, on or about March 2024 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.


 



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(d)           If
the Co-Issuers receive a notice from the Rating Agencies stating that they are not in compliance with Rule 17g-5, the Co-Issuers
shall take such action as mutually agreed between the Co-Issuers and the Rating Agencies in order to comply with Rule 17g-5.


 


Section 7.8. Negative Covenants.


 


(a)           The
Issuer and the Co-Issuer shall not:


 


(i)            sell, assign, participate, transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber
(or permit such to occur or suffer such to exist), any part of the Collateral, except as otherwise expressly permitted by this
Indenture, the Servicing Agreement or the Collateral Management 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, 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;


 



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(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
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 Dechert LLP,
Sidley Austin 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 Sub-REIT, or (B) based on an Opinion of Counsel of Dechert LLP,
Sidley Austin LLP or another nationally-recognized tax counsel experienced in such matters, the Issuer will be treated as a foreign
corporation that is not engaged in a trade or business in the United States for U.S. federal income tax purposes;


 


(xiii)         except for any agreements involving the purchase and sale of Collateral Interests having customary purchase or sale terms
and documented with customary loan trading documentation, enter into any agreements unless such agreements contain “non-petition”
and “limited recourse” provisions; or


 


(xiv)        amend their respective organizational documents without satisfaction of the Rating Agency Condition in connection therewith.


 


(b)           Neither the Issuer nor the Trustee shall sell, transfer, exchange or otherwise dispose of Collateral, or enter into or engage
in any business with respect to any part of the Collateral, except as expressly permitted or required by this Indenture, the Servicing
Agreement or the Collateral Management Agreement.


 



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(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 Sub-REIT or a wholly-owned subsidiary of Sub-REIT.


 


(e)            The Issuer shall not enter into any material new agreements (other than any 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.


 


(f)           As long as any Note is Outstanding, the Advancing Agent shall cause the Retention Holder and Sub-REIT to not transfer (whether
by means of actual transfer or a transfer of beneficial ownership for U.S. federal income tax purposes), pledge or hypothecate
any retained or repurchased Notes, the Preferred Shares or ordinary shares of the Issuer to any other Person (except to an affiliate
that is wholly-owned by Sub-REIT or a subsequent REIT and is disregarded for U.S. federal income tax purposes) unless the Issuer
receives a No Entity-Level Tax Opinion, or has previously received a No Trade or Business Opinion.


 


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


 


Section 7.9. Statement
as to Compliance. On or before January 31, in each calendar year, commencing in 2020 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 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.


 






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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; and provided, further, that the surviving entity shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, the Note Administrator, and each Noteholder, the due and
punctual payment of the principal of and interest on all Notes and other amounts payable hereunder and under the Servicing Agreement
and the performance and observance of every covenant of this Indenture and the Servicing Agreement on the part of the Issuer to
be performed or observed, all as provided herein;


 


(ii)             the Rating Agency Condition shall be satisfied;


 


(iii)           if the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or
to which all or substantially all of the Collateral of the Issuer are transferred shall have agreed with the Trustee and the Note
Administrator (A) to observe the same legal requirements for the recognition of such formed or surviving entity as a legal entity
separate and apart from any of its Affiliates as are applicable to the Issuer with respect to its Affiliates and (B) not to consolidate
or merge with or into any other Person or transfer or convey all or substantially all of the Collateral or all or substantially
all of its Collateral to any other Person except in accordance with the provisions of this Section 7.10, unless in
connection with a sale of the Collateral pursuant to Article 5, Article 9 or Article 12;


 



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(iv)           if
the Issuer is not the surviving entity, the Person formed by such consolidation or into which the Issuer is merged or to which
all or substantially all of the Collateral of the Issuer are transferred shall have delivered to the Trustee, the Note Administrator,
the Servicer, the Special Servicer, the Collateral Manager and the Rating Agencies an Officer’s Certificate and an Opinion
of Counsel each stating that such Person is duly organized, validly existing and in good standing in the jurisdiction in which
such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in Section 7.10(a)(i)
above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such
Person has duly authorized the execution,delivery and performance of an indenture supplemental hereto for the purpose of assuming
such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in
accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement
of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law); that, immediately following the event which causes such Person to become the successor to
the Issuer, (A) such Person has good and marketable title, free and clear of any lien, security interest or charge, other than
the lien and security interest of this Indenture, to the Collateral securing, in the case of a consolidation or merger of the
Issuer, all of the Notes or, in the case of any transfer or conveyance of the Collateral securing any of the Notes, such Notes,
(B) the Trustee continues to have a valid perfected first priority security interest in the Collateral securing, in the case of
a consolidation or merger of the Issuer, all of the Notes, or, in the case of any transfer or conveyance of the Collateral securing
any of the Notes, such Notes and (C) such other matters as the Trustee, the Note Administrator, the Servicer, the Special Servicer,
the Collateral Manager or any Noteholder may reasonably require;


 


(v)           immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(vi)          the Issuer shall have delivered to the Trustee, the Note Administrator, the Preferred Share Paying Agent and each Noteholder,
an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and
such supplemental indenture comply with this Article 7 and that all conditions precedent in this Article 7
provided for relating to such transaction have been complied with;


 


(vii)        the Issuer has received an opinion from Dechert LLP, Sidley Austin 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
trade or business in the United States for U.S. federal income tax purposes or otherwise not subject to U.S. federal income tax
on a net basis;


 


(viii)        the Issuer has received an opinion from Dechert LLP, Sidley Austin 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, (A) the Issuer shall not be required to register as an investment company under
the 1940 Act and (B) neither the Issuer nor the Co-Issuer will constitute a “covered fund” for purposes of the regulations
adopted to implement Section 619 of Dodd Frank (79 F.R. 77601).


 



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(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, 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.


 






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Section
7.13. Reporting. At any time
when the Issuer and/or the Co-Issuer is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note, the
Issuer and/or the Co-Issuer shall promptly furnish or cause to be furnished “Rule 144A Information” (as defined
below) to such Holder or beneficial owner, to a prospective purchaser of such Note designated by such Holder or beneficial
owner or to the Note Administrator for delivery to such Holder or beneficial owner or a prospective purchaser designated by
such Holder or beneficial owner, as the case may be, in order to permit compliance by such Holder or beneficial owner with
Rule 144A under the Securities Act in connection with the resale of such Note by such Holder or beneficial owner.
“Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act (or any successor provision thereto). The Note Administrator shall reasonably cooperate with the Issuer and/or
the Co-Issuer in mailing or otherwise distributing (at the Issuer’s expense) to such Noteholders or prospective
purchasers, at and pursuant to the Issuer’s and/or the Co-Issuer’s written direction the foregoing materials
prepared by or on behalf of the Issuer and/or the Co-Issuer; provided, however, that the Note Administrator
shall be entitled to prepare and affix thereto or enclose therewith reasonable disclaimers to the effect that such Rule 144A
Information was not assembled by the Note Administrator, that the Note Administrator has not reviewed or verified the
accuracy thereof, and that it makes no representation as to such accuracy or as to the sufficiency of such information
under the requirements of Rule 144A or for any other purpose.


 


Section
7.14. Calculation
Agent.


 


(a)           The Issuer and the Co-Issuer hereby agree that for so long as any Notes remain Outstanding there shall at all times be an
agent appointed to calculate the Benchmark in respect of each Interest Accrual Period in accordance with the terms of Schedule
B attached hereto (the “Calculation Agent”). The Issuer and the Co-Issuer initially have appointed the Note
Administrator as Calculation Agent for purposes of determining the Benchmark for each Interest Accrual Period. The Calculation
Agent may be removed by the Issuer at any time upon 30 days’ written notice delivered 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 rate using the 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 which, if the 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 or a Majority of the Preferred Shareholders with
regard to the determination that a Benchmark Transition Event has occurred, may petition a court of competent jurisdiction for
the appointment of a successor Calculation Agent. The Note Administrator shall take direction from the Collateral Manager on certain
matters as described below.


 



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(b)           The Calculation Agent shall be required to agree that, as soon as practicable after the Reference Time, but in no event
later than 11:00 a.m. (New York time) on the next succeeding Business Day (or the next succeeding London Banking Day if the Benchmark
is LIBOR) immediately following each Benchmark Determination Date, the Calculation Agent shall calculate the Benchmark for the
related Interest Accrual Period and will communicate such information to the Note Administrator, who shall include such calculation
on the next Monthly Report following such Benchmark Determination Date. The Calculation Agent shall notify the Issuer, the Co-Issuer
and the Collateral Manager 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)            Sub-REIT
shall not take any action that results in the Issuer failing to qualify as a Qualified REIT Subsidiary or other disregarded
entity of Sub-REIT for U.S. federal income tax purposes, unless (i) 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 Sub-REIT, or (ii) 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).


 


(b)           Without limiting the generality of Section 7.15(a), 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 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 basis;


 


(iii)           the Issuer would acquire the real property underlying any Collateral Interest pursuant to a foreclosure or deed-in-lieu
of foreclosure; or


 


(iv)           any Collateral Interest 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 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;
provided that such Permitted Subsidiary shall be an entity treated as a corporation for U.S. federal income tax purposes.


 



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(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 Trade or Business 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 Collateral Interests 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”
within the meaning of subpart E or part I of subchapter J of the Code to the hold Collateral Interests 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 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.


 


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.


 



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(c)           To the extent applicable, the Issuer shall form one or more Securities Accounts with the Securities Intermediary for the
benefit of each Permitted Subsidiary and shall, to the extent applicable, cause Sensitive Asset to be credited to such Securities
Accounts.


 


(d)           Notwithstanding the complete and absolute transfer of a Sensitive Asset to a Permitted Subsidiary, the ownership interests
of the Issuer in a Permitted Subsidiary or any property distributed to the Issuer by a Permitted Subsidiary shall be treated as
a continuation of its ownership of the Sensitive Asset that was transferred to such Permitted Subsidiary (and shall be treated
as having the same characteristics as such Sensitive Asset).


 


(e)           If the Special Servicer on behalf of the Trustee, or any other authorized party takes any action under this Indenture to
sell, liquidate or dispose of all or substantially all of the Collateral, the Issuer (or the Collateral Manager on its behalf)
shall cause each Permitted Subsidiary to sell each Sensitive Asset and all other Collateral held by such Permitted Subsidiary and
distribute the proceeds of such sale, net of any amounts necessary to satisfy any related expenses and tax liabilities, to the
Issuer in exchange for the equity interest in such Permitted Subsidiary held by the Issuer.


 


Section 7.17. Repurchase Requests. If the Issuer, the Trustee, the Note Administrator, the Collateral Manager, the Servicer or
the Special Servicer receives any request or demand that a Collateral Interest be repurchased or replaced arising from any Material
Breach of a representation or warranty made with respect to such Collateral Interest, any Material Document Defect or any Combined
Loan Repurchase Event (any such request or demand, a “Repurchase Request”) or a withdrawal of a Repurchase Request
from any Person other than the Special Servicer, then the Collateral Manager (on behalf of the Issuer), the Servicer, 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 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 STWD 2019-FL1, Ltd. and STWD 2019-FL1, 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 Special Servicer pursuant
to the prior sentence, the Special Servicer shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase
Request or withdrawal of a Repurchase Request, as the case may be, and shall be responsible for complying with the procedures set
forth in Section 3.19 of the Servicing Agreement with respect to such Repurchase Request.


 


Section
7.18. Servicing
of Commercial Real Estate Loans and Control of Servicing Decisions. The Collateral Interests (or, as applicable, the related
Participated Loan) will be serviced by the Servicer and 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,
and subject to any consent and/or consultation rights of the holder of the related Companion Participation under the related Participation
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 this Indenture inconsistent with the Collateral
Manager’s rights set forth under the Servicing Agreement.


 



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Section
7.19. ABS
Due Diligence Services. If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection
with any third-party due diligence services such party may have provided with respect to the Collateral Interests (any such party,
a “Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E
to the 17g-5 Information Provider for posting on the 17g-5 Website. The 17g-5 Information Provider shall post on the 17g-5 Website
any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement,
promptly upon receipt thereof. It being understood that no party to this Agreement shall be required to make a determination as
to whether any material provided to such party is Form ABS Due Diligence-15E and any Form ABS Due Diligence-15E shall be labeled
as such.


 


ARTICLE
8



SUPPLEMENTAL INDENTURES


 


Section 8.1. Supplemental
Indentures Without Consent of Securityholders.


 


(a)           Without the consent (or deemed consent) of the Holders of any Notes or any Preferred Shareholders, and without satisfaction
of the Rating Agency Condition, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, the Trustee
and the Note Administrator, at any time and from time to time subject to the requirement provided below in this Section 8.1,
may enter into one or more indentures supplemental hereto, in form satisfactory to the parties thereto, for any of the following
purposes:


 


(i)            evidence the succession of any Person to the Issuer or the Co-Issuer and the assumption by any such successor of the covenants
of the Issuer or the Co-Issuer, as applicable, herein and in the Notes;


 


(ii)           add to the covenants of the Issuer, the Co-Issuer, the Note Administrator or the Trustee for the benefit of the Holders
of the Notes or the Preferred Shares or to surrender any right or power herein conferred upon the Issuer or the Co-Issuer, as applicable;


 


(iii)           convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or add to the conditions, limitations
or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes;


 


(iv)           evidence and provide for the acceptance of appointment hereunder of a successor Trustee or a successor Note Administrator
and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12;


 



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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 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 basis;


 


(ix)          
amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned
to the Notes;


 


(x)          
accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg
or otherwise;


 


(xi)          
authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes
required or advisable in connection with the listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture
to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer
agent, paying agent or additional registrar for any Class of Notes in connection therewith;


 



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(xii)         
evidence changes to applicable laws and regulations;


 


(xiii)        
to modify, eliminate or add to any of the provisions of this Indenture in the event the Credit Risk Retention Rules or the
EU Securitization Laws are amended or repealed, in order to modify or eliminate the risk retention requirements (or, in respect
of the EU Securitization Laws, other requirements, including those relating to transparency, disclosure and credit-granting) in
the event of such amendment or repeal; provided that (x) in relation to the Credit Risk Retention Rules, the Trustee has
received an opinion of counsel or (y) in relation to the EU Securitization Laws, the Collateral Manager certifies to the Trustee
that it has received written legal advice, in each case, to the effect the action is consistent with and will not cause a violation
of the Credit Risk Retention Rules or the EU Securitization Laws (as applicable);


 


(xiv)        
reduce the minimum denominations required for transfer of the Notes;


 


(xv)          modify the provisions of this Indenture with respect to reimbursement of Nonrecoverable Interest Advances if (a) the Collateral
Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform
to such industry standard and (b) such modification does not adversely affect the status of Issuer for U.S. federal income tax
purposes, as evidenced by an Opinion of Counsel;


 


(xvi)        
modify the procedures set forth in this Indenture relating to compliance with Rule 17g-5 of the Exchange Act; provided
that the change would not materially increase the obligations of the Collateral Manager, the Note Administrator, Trustee, any
paying agent, the Servicer or the Special Servicer (in each case, without such party’s consent) and would not adversely affect
in any material respect the interests of any Noteholder or Preferred Shareholder; provided, further, that the Collateral
Manager must provide a copy of any such amendment to the 17g-5 Information Provider for posting to the Rule 17g-5 Website and provide
notice of any such amendment to the Rating Agencies;


 


(xvii)     
  at the direction of 100% of the holders of the Preferred Shares (including any party that shall become the
beneficial owner of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred
Shares are security), modify the provisions of this Indenture to adopt restrictions provided by tax counsel in order to
prevent the Issuer from being treated as a foreign corporation that is engaged in a trade or business in the United States
for U.S. federal income tax purposes or otherwise become subject to U.S. federal withholding tax or U.S. federal income tax
on a net basis;


 






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(xviii)       make
any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the
party requesting the supplemental indenture represents that it believes the required action will not adversely affect in any material
respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s
Certificate of the Collateral Manager; and


 


(xix)         providing
for and/or facilitating the exchange of Exchangeable Notes for Exchanged Notes to the extent permitted by the Indenture and to
extend to such Exchanged Notes (to the extent explicitly provided herein) the benefits and provisions of this Indenture.


 


Neither the Trustee
nor the Note Administrator shall enter into any such supplemental indenture unless the Trustee and the Note Administrator have
received, in addition to such other requirements under this Indenture, a No Trade or Business Opinion.


 


The Note Administrator
and Trustee are each hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Note Administrator and Trustee shall not be obligated to enter
into any such supplemental indenture which affects the Note Administrator’s or Trustee’s own rights, duties, liabilities
or immunities under this Indenture or otherwise, except to the extent required by law.


 


(b)          Notwithstanding
Section 8.1(a) or any other provision of this Indenture, without prior notice to, and without the consent (or deemed
consent) of the Holders of any Notes or any Preferred Shareholders, and without satisfaction of the Rating Agency Condition, the
Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, the Trustee and the Note Administrator, may enter
into one or more indentures supplemental hereto for any of the following purposes:


 


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


 


(ii)           to correct any defect or ambiguity in this Indenture in order to address any manifest
error, omission or mistake in any provision of this Indenture;


 


(iii)          to
conform this Indenture to any Rating Agency Test Modification;


 


(iv)          to
make Benchmark Replacement Conforming Changes; and


 


(v)           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.


 


(c)          In
the event that any or all restrictions and/or limitations under the Regulation RR or European Union laws or regulations relating
to risk retention requirements in securitization transaction are withdrawn, repealed or modified to be less restrictive on the
Sponsor, at the request of the Sponsor and, in the case of the EU Securitization Regulation, the EU Retention Holder, the Retention
Holder, the Issuer, the Co-Issuer, the Trustee and the Note Administrator agree to modify any corresponding terms of this Indenture
in accordance with Section 8.1(a)(xiii) hereto to reflect any such withdrawal, repeal or modification.


 






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Section 8.2. 
Supplemental Indentures with Consent of Securityholders. Except as set forth below, the Note Administrator, the Trustee
and the Co-Issuers may enter into one or more indentures supplemental hereto to add any provisions to, or change in any manner
or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of any Class of Notes or
the Preferred Shares under this Indenture only with (x) the written consent of the Holders of at least Majority in Aggregate Outstanding
Amount of the Notes of each Class materially and adversely affected thereby (excluding any Notes owned by the Collateral Manager
or any of its Affiliates as identified in the Beneficial Holder Information Form submitted along with the related Noteholder's
consent) and the Preferred Shareholder if materially and adversely affected thereby, by Act of said Securityholders delivered to
the Trustee, the Note Administrator and the Co-Issuers, and (y) satisfaction of the Rating Agency Condition, notice of which may
be in electronic form. The Note Administrator shall provide fifteen calendar days’ notice of such change to the Holders of
each Class of Notes and the Preferred Shareholders, requesting notification by such Noteholders and Holders of the Preferred Shares
if any such Noteholders or Preferred Shareholder would be materially and adversely affected by the proposed supplemental indenture.
The Note Administrator shall include notice of such consent request in the next Monthly Report and a copy of the proposed supplemental
indenture shall be posted on the Note Administrator’s Website. Following such initial fifteen (15) calendar day period
(or if the end of such period is not a Business Day, the next Business Day), the Note Administrator shall provide three successive
additional 15 calendar days’ notices (in each case, if the end of such period is not a Business Day, then the next Business
Day). Unless the Note Administrator is notified (after giving such initial fifteen (15) calendar days’ notice and the three
additional fifteen (15) calendar days’ notices, as applicable) by Holders of at least 331/3% in the Aggregate
Outstanding Amount (excluding any Notes held by the Collateral Manager or its Affiliates or by any accounts managed by them as
identified in the Beneficial Holder Information Form submitted along with the related Noteholder's notice) of the Notes of any
Class that such Class of Notes or the Majority of Preferred Shareholders will be materially and adversely affected by the proposed
supplemental indenture (and upon receipt by the Trustee and the Note Administrator 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; provided, a Class of Notes may only be deemed to not be materially and
adversely affected without the written consent by at least a majority of the Notes of any Class by up to five (5) proposed supplemental
indentures in the aggregate; provided further that repeated requests for a supplemental indenture on separate occasions
relating to the same subject matter will count as a separate proposal; provided further that the required multiple notices
provided by the Note Administrator as described above for the same proposed supplemental indenture will constitute a single proposal
(as determined by an Issuer Order delivered to the Trustee and the Note Administrator in connection with 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. The Note Administrator and the Trustee shall
not be liable for any such determination made in good faith and may rely conclusively on any Officer’s Certificate or opinion
accepted in good faith.


 






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Notwithstanding the
foregoing, any supplemental indenture to add or modify any of the provisions of this Indenture with respect to (a) the definitions
of “Controlling Class,” “Majority,” “Reinvestment Period,” “Replenishment Period”
and “Supermajority” and (b) the Eligibility Criteria, the Acquisition Criteria or the Note Protection Tests, other
than with respect to a Rating Agency Test Modification, shall require the consent of the Holders of at least a Majority of the
Aggregate Outstanding Amount of the Notes of each Class.


 


Without the consent
of (x) all of the Holders of each Outstanding Class of Notes materially adversely affected and (y) all of the Holders of the Preferred
Shares materially adversely affected thereby, no supplemental indenture may:


 


(a)           change
the Stated Maturity Date of the principal of or the due date of any installment of interest on any Note, reduce the principal
amount thereof or the Note Interest Rate thereon or the Redemption Price with respect to any Note, change the date of any scheduled
distribution on the Preferred Shares, or the Redemption Price with respect thereto, change the earliest date on which any Note
may be redeemed at the option of the Issuer, change the provisions of this Indenture that apply proceeds of any Collateral to
the payment of principal of or interest on Notes or of distributions to the Preferred Share Paying Agent for the payment of distributions
in respect of the Preferred Shares or change any place where, or the coin or currency in which, any Note or the principal thereof
or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity Date thereof (or, in the case of redemption, on or after the applicable Redemption Date);


 


(b)           reduce
the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class or the Notional Amount of Preferred Shares
of the Holders thereof whose consent is required for the authorization of any such supplemental indenture or for any waiver of
compliance with certain provisions of this Indenture or certain Defaults hereunder or their consequences provided for in this
Indenture;


 


(c)           impair
or adversely affect the Collateral except as otherwise permitted in this Indenture;


 


(d)           permit
the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral
or terminate such lien on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by
the lien of this Indenture;


 


(e)           reduce
the percentage of the Aggregate Outstanding Amount of Holders of Notes of each Class whose consent is required to request the
Trustee to preserve the Collateral or rescind any election to preserve the Collateral pursuant to Section 5.5 or to
sell or liquidate the Collateral pursuant to Section 5.4 or 5.5;


 



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(f)            modify
any of the provisions of Section 8.1 and this Section 8.2, except to increase any percentage of Outstanding
Notes whose holders’ consent is required for any such action or to provide that other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;


 


(g)           modify
the definition of the term “Outstanding” or the provisions of Section 11.1(a) or Section 13.1;


 


(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;


 


provided, that
the holders of each Class of Notes and Preferred Shares will be deemed to be materially adversely affected by any supplemental
indenture with respect to clauses (b) and (f) above.


 


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 the additional trusts created by any supplemental indenture permitted by this Article 8 or
the modifications thereby of the trusts created by this Indenture, the Note Administrator and Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied (which
Opinion of Counsel may rely upon an Officer’s Certificate as to whether or not the Securityholders would be materially
and adversely affected by such supplements indenture). The Note Administrator and Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or
otherwise.


 






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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, as applicable, 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 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 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.


 


The Sponsor’s
written consent shall be required prior to any amendment to this Indenture by which the Sponsor is adversely affected.


 


At the cost of the
Issuer, the Note Administrator shall provide to each Noteholder, each Preferred Shareholder and, for so long as any Class of Notes
shall remain Outstanding and is rated, the Note Administrator shall provide to the 17g-5 Information Provider and the Rating Agencies
a copy of any proposed supplemental indenture at least fifteen (15) Business Days prior to the execution thereof by the Note Administrator,
and following execution shall provide to the 17g-5 Information Provider and the Rating Agencies a copy of the executed supplemental
indenture.


 


The Trustee shall not
enter into any such supplemental indenture (i) if such action would adversely affect the tax treatment of the Holders of the Notes
as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material
extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal
Income Tax Considerations” to be inaccurate or incorrect to any material extent, and (ii) unless the Trustee and the Note
Administrator has received an Opinion of Counsel from Dechert LLP, Sidley Austin LLP or other nationally recognized U.S. tax counsel
experienced in such matters that the proposed supplemental indenture will not cause the Issuer to be treated as a foreign corporation
that is engaged in a trade or business in the United States for U.S. federal income tax purposes. The Trustee and the Note Administrator
shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic
form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Opinion of Counsel forwarded to the Trustee and
Note Administrator certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders
of the Preferred Shares, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture.
Such determination shall be conclusive and binding on all present and future Holders of Securities. Neither the Trustee nor the
Note Administrator shall be liable for any such determination made in good faith and in reliance upon such Opinion of Counsel,
as the case may be.


 






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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 Preferred Shareholder, 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 and
the Class E-E and the Class E-X Notes, or the Issuer, with respect to the Class F Notes, the Class F-E Notes, the Class F-X
Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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.


 






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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.


 


(a)           The
Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, and the Preferred Shares may be redeemed by the Issuer,
at the option of and at the direction of the Collateral Manager (such redemption, a “Clean-up Call”), in whole
but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on or after the Payment Date on which
the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable, has been reduced to 10% or less
of the Aggregate Outstanding Amount of the Offered Notes on the Closing Date; 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 and the Preferred Shares shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at
the written direction of a Majority of Preferred Shareholders delivered to the Issuer, the Note Administrator and the Preferred
Share Paying Agent, on the Payment Date following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied
at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that
the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the receipt
of such written direction of a Tax Redemption, the Note Administrator shall provide written notice thereof to the Securityholders
and the Rating Agencies.


 


(c)           The
Notes and the Preferred Shares shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at
a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders to the Issuer, the Note Administrator and the Trustee (such redemption, an “Optional
Redemption”); provided, however, that the funds available to be used for such Optional Redemption will be sufficient
to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Collateral Interest
to any Affiliate other than the Retention Holder in connection with an Optional Redemption.


 


Notwithstanding anything
herein to the contrary in this Indenture, in the case of a Clean-up Call or an Optional Redemption, if the Preferred Shareholders
and/or one or more affiliates thereof own 100% of one or more of the most junior Classes of Notes, such holder(s) may elect to
exchange such Notes and the Preferred Shares for all of the remaining Collateral Interests and other assets of the Issuer, in lieu
of the Issuer paying such holder(s) the Redemption Price for such Securities.


 



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(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 the applicable Redemption Prices, on any Payment Date occurring in February, May, August and November in each
year, beginning on the Payment Date occurring in August 2029, upon the occurrence of a Successful Auction and pursuant to the procedures
set forth on Exhibit M hereto (such redemption, an “Auction Call Redemption”). An Auction Call Redemption
may only occur on a Payment Date in February, May, August or November in accordance with the requirements set forth on Exhibit
M hereto.


 


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


 


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


 



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Section 9.2. 
Notice of Redemption.


 


(a)           In
connection with a Clean-up Call pursuant to Section 9.1(a), a Tax Redemption pursuant to Section 9.1(b),
an Optional Redemption pursuant to Section 9.1(c), or an Auction Call Redemption pursuant to Section 9.1(d),
the Note Administrator shall set the applicable Record Date ten (10) Business Days prior to the proposed Redemption Date. The
Note Administrator shall deliver to the Rating Agencies any notice received by it from the Issuer or the Special Servicer of such
proposed Redemption Date, the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Date and
the Redemption Price of such Notes in accordance with Section 9.1. The Redemption Price shall be determined no earlier
than thirty (30) days prior to the proposed Redemption Date.


 


(b)          
Any such notice of an Optional Redemption, Clean-up Call or Tax Redemption may be withdrawn by the Issuer and the Co-Issuer
at the direction of 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 (only if the Collateral Manager is unable to deliver the sale agreement or agreements
or certifications referred to in Section 9.1(e), as the case may be). The failure of any Optional Redemption, Clean-up
Call or Tax Redemption that is withdrawn in accordance with this Indenture shall not constitute an Event of Default.


 


Section 9.3. 
Notice of Redemption or Maturity. 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 9.2(b)) 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:


 


(a)            the
applicable Redemption Date;


 


(b)          
the applicable Redemption Price;


 


(c)          
that all the Notes are being paid in full and that interest on the Notes shall cease to accrue on the Redemption Date specified
in the notice; and


 


(d)           the
place or places where such Notes to be redeemed in whole are to be surrendered for payment of the Redemption Price which shall
be the office or agency of the Paying Agent as provided in Section 7.2.


 






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Notice of redemption
shall be given by the Issuer and Co-Issuer, or at their request, by the Note Administrator in their names, and at the expense of
the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the
validity of the redemption of any other Notes.


 


Section 9.4. 
Notes Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after the Redemption Date
(unless the Issuer shall Default in the payment of the Redemption Price and accrued interest thereon) the Notes shall cease to
bear interest on the Redemption Date. Upon final payment on a Note to be redeemed, the Holder shall present and surrender such
Note at the place specified in the notice of redemption on or prior to such Redemption Date; provided, however, that if
there is delivered to the Issuer, the Co-Issuer, the Note Administrator and the Trustee such security or indemnity as may be required
by them to hold each of them harmless and an undertaking thereafter to surrender such Note, then, in the absence of notice to the
Issuer, the Note Administrator and the Trustee that the applicable Note has been acquired by a bona fide purchaser, such final
payment shall be made without presentation or surrender. Payments of interest on Notes of a Class to be so redeemed whose Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more predecessor Notes, registered
as such at the close of business on the relevant Record Date according to the terms and provisions of Section 2.7(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 either of the Note Protection Tests is not satisfied as of any
Determination Date, the Offered Notes and the Class E-E Notes, if applicable, 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. 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 Collateral Interests 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 and Replenishment Account.


 


(a)            The
Note Administrator shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be
designated as the “Reinvestment and Replenishment 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 and
Replenishment Account pursuant to Section 11.1(a)(ii) 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 and Replenishment Account or any funds on deposit therein, or otherwise to the credit of the Reinvestment and
Replenishment 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 and Replenishment Account other than in
accordance with the Priority of Payments. The Reinvestment and Replenishment 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 and Replenishment Account in Eligible Investments designated by the Collateral Manager
as provided in Section 11.2. All interest and other income from such investments shall be deposited in the Reinvestment
and Replenishment Account, any gain realized from such investments shall be credited to the Reinvestment and Replenishment Account,
and any loss resulting from such investments shall be charged to the Reinvestment and Replenishment 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 and Replenishment Account resulting from any loss relating to any such investment. If the Note Administrator
does not receive written investment instructions from an Authorized Officer of the Collateral Manager, funds in the Reinvestment
and Replenishment Account shall be held uninvested.


 



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(d)           Amounts
in the Reinvestment and Replenishment Account shall remain in the Reinvestment and Replenishment 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 and Funded Companion Participations in accordance with Section 12.2 and (iii) the first Business
Day after the last day of the Replenishment Period. Upon receipt of notice pursuant to clause (i) above and on the date
described in clause (iii) above, the Note Administrator shall transfer the applicable amounts (or related Eligible Investments)
to the Payment Account, in each case for application on the next Payment Date pursuant to Section 11.1(a)(ii) as Principal
Proceeds.


 


(e)            During
the Reinvestment Period (and up to 60 days thereafter to the extent necessary to acquire Reinvestment Collateral Interests pursuant
to binding commitments entered into during the Reinvestment Period using Principal Proceeds received on, before or after the last
day of the Reinvestment Period) or the Replenishment Period, the Collateral Manager on behalf of the Issuer may by notice to the
Note Administrator direct the Note Administrator to, and upon receipt of such notice the Note Administrator shall, reinvest amounts
(and related Eligible Investments) credited to the Reinvestment and Replenishment 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, the Acquisition Criteria or
the Acquisition and Disposition Requirements.


 


Section
10.3.  Payment Account.


 


(a)           The
Note Administrator shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated
as the “Payment Account,” which shall be held in trust in the name of the Note Administrator for the benefit of the
Secured Parties and over which the Note Administrator shall have exclusive control and the sole right of withdrawal. All funds
received by the Note Administrator from the Servicer on each Remittance Date shall be credited to the Payment Account. Any and
all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held in trust by the Note Administrator,
on behalf of the Trustee for the benefit of the Secured Parties. Except as provided in Sections 11.1 and 11.2, the
only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall
be (i) to pay the interest on and the principal of the Notes and make other payments in respect of the Notes in accordance with
their terms and the provisions of this Indenture, (ii) to deposit into the Preferred Share Distribution Account for distributions
to the Preferred Shareholders, (iii) upon Issuer Order, to pay other amounts specified therein, and (iv) otherwise to pay amounts
payable pursuant to and in accordance with the terms of this Indenture, each in accordance with the Priority of Payments.


 



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(b)           The
Note Administrator agrees to give the Issuer and the Collateral Manager prompt notice if it becomes aware that the Payment Account
or any funds on deposit therein, or otherwise to the credit of the Payment Account, becomes subject to any writ, order, judgment,
warrant of attachment, execution or similar process. The Issuer shall have no legal, equitable or beneficial interest in the Payment
Account other than in accordance with the Priority of Payments. The Payment Account shall remain at all times an Eligible Account.


 


Section
10.4.  [Reserved]


 


Section 10.5. 
[Reserved]


 


Section
10.6.  Interest Advances.


 


(a)            With respect to each Payment Date for which the sum of Interest Proceeds and, if applicable, Principal Proceeds, collected
during the related Due Period and remitted to the Note Administrator that are available to pay interest on the Class A Notes, the
Class A-S Notes and the Class B Notes in accordance with the Priority of Payments, are insufficient to remit the interest due and
payable with respect to the Class A Notes, the Class A-S Notes and the Class B 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 12:00 p.m.
(New York time) on the Business Day preceding such Payment Date, at the following addresses: asossen@Starwood.com, vkallaher@starwood.com,
ccarpenter@Starwood.com and stwd2019fl1@starwood.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 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 10.6(b), and subject to a maximum limit in respect of any Payment Date
equal to the lesser of (i) the aggregate of such Interest Shortfall that would otherwise occur on the Class A Notes, the Class
A-S Notes and the Class B Notes on such Payment Date and (ii) the aggregate of the interest payments not received in respect of
Collateral Interests with respect to such Payment Date (including, for such purpose, interest payments received on the Collateral
Interests but applied to pay certain expenses in accordance with the terms of the Servicing Agreement).


 






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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 Note. 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 next Business Day (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 related Payment Date. If the
Advancing Agent shall fail to make any required Interest Advance no later than 10:00 a.m. (New York time) on the Payment Date upon
which distributions are to be made pursuant to Section 11.1(a)(i), the Note Administrator shall remove the Advancing
Agent in its capacity as advancing agent hereunder as required under Section 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 Payment Date, subject to a determination
of recoverability by the Backup Advancing Agent as described in Section 10.6(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 Backup Advancing Agent or the
Advancing Agent or the Collateral Manager, as applicable, shall provide the Rating Agencies with notice of such recovery.


 


(b)           Notwithstanding
anything herein to the contrary, neither the Advancing Agent nor the Backup Advancing Agent, as applicable, shall be required
to make any Interest Advance unless such Person determines, in its sole discretion, exercised in good faith that such Interest
Advance, or such proposed Interest Advance, plus interest expected to accrue thereon at the Reimbursement Rate, will not
be a Nonrecoverable Interest Advance. In determining whether any proposed Interest Advance will be, or whether any Interest Advance
previously made is, a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent, as applicable, will
take into account:


 


(i)           
amounts that may be realized on each Mortgaged Property in its “as is” or then-current condition and occupancy;


 


(ii)           the
potential length of time before such Interest Advance may be reimbursed and the resulting degree of uncertainty with respect to
such reimbursement; and


 


(iii)         
the possibility and effects of future adverse changes with respect to the Mortgaged Properties, and


 


(iv)          the fact that Interest Advances are intended to provide liquidity only and not credit support to the Holders of the Notes.


 






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For purposes of any
such determination of whether an Interest Advance constitutes or would constitute a Nonrecoverable Interest Advance, an Interest
Advance will be deemed to be nonrecoverable if the Advancing Agent or the Backup Advancing Agent, as applicable, determines that
future Interest Proceeds and Principal Proceeds may be ultimately insufficient to fully reimburse such Interest Advance, plus
interest thereon at the Reimbursement Rate within a reasonable period of time. The Backup Advancing Agent will be entitled to conclusively
rely on any affirmative determination by the Advancing Agent that an Interest Advance would have been a Nonrecoverable Interest
Advance. Absent bad faith, the determination by the Advancing Agent or the Backup Advancing Agent, as applicable, as to the nonrecoverability
of any Interest Advance shall be conclusive and binding on the Holders of the Class A Notes, the Class A-S Notes and the Class
B Notes.


 


(c)           Each
of the Advancing Agent and the Backup Advancing Agent may recover any previously unreimbursed Interest Advance made by it (including
any Nonrecoverable Interest Advance), together with interest thereon, first, from Interest Proceeds and second (to the extent
that there are insufficient Interest Proceeds for such reimbursement), from Principal Proceeds to the extent that such reimbursement
would not trigger an additional Interest Shortfall; provided that if at any time an Interest Advance is determined to be
a Nonrecoverable Interest Advance, the Advancing Agent or the Backup Advancing Agent shall be entitled to recover all outstanding
Interest Advances from the Collection Account pursuant to the Servicing Agreement on any Business Day during any Interest Accrual
Period prior to the related Determination Date. The Advancing Agent or 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 or Backup Advancing Agent, as the case may be, 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 Class A Notes, the
Class A-S Notes and the Class B Notes will continue through the Stated Maturity Date, unless such 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 Notes, nor payments in
respect of interest, other than with respect to the Class A Notes, the Class A-S Notes and the Class B Notes. Additionally, 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 or interest, or any other amounts, of any
Collateral Interest.


 






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(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 (i) Starwood Property Mortgage (or any of its Affiliates) is the Advancing Agent and (ii) any of SPT Real Estate
Capital’s affiliates owns the Preferred Shares, Starwood Property Mortgage hereby agrees, on behalf of itself and its affiliates,
to waive its rights to receive the Advancing Agent Fee and any Reimbursement Interest. In the event that the Advancing Agent fails
to make an Interest Advance required to be made by the Advancing Agent pursuant to the terms of this Indenture, (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 Note Administrator shall 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 17g-5 Information Provider, setting forth the basis
for such determination; provided that failure to give such notice, or any defect therein, shall not impair or affect the
validity of, or the Advancing Agent or the Backup Advancing Agent, entitlement to reimbursement with respect to, any Interest
Advance.


 


Section 10.7. 
Reports by Parties.. The Note Administrator shall supply, in a timely fashion, to the Issuer, the Trustee, the Special
Servicer, the 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 10.8 or to permit the Collateral
Manager to perform its obligations under the Collateral Management Agreement. 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.


 






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Section 10.8. 
Reports; Accountings.


 


(a)            Based
on the CREFC® Loan Periodic Update File prepared by the Servicer with respect to the Serviced Commercial Real Estate
Loans and delivered by the Servicer to the Note Administrator no later than 2:00 p.m. (New York time) on the 2nd Business Day
prior to each Payment Date, the Note Administrator shall prepare and make available on its website initially located at www.ctslink.com,
on each Payment Date to Privileged Persons, a report substantially in the form of Exhibit O hereto (the “Monthly
Report”), setting forth the following information:


 


(i)            the
amount of the distribution of principal and interest on such Payment Date to the Noteholders and any reduction of the Aggregate
Outstanding Amount of the Notes;


 


(ii)           the
aggregate amount of compensation paid to the Note Administrator, the Trustee and servicing compensation paid to the Servicer during
the related Due Period;


 


(iii)          the
Aggregate Outstanding Portfolio Balance outstanding immediately before and immediately after the Payment Date;


 


(iv)          the number, Aggregate Outstanding Portfolio Balance, weighted average remaining term to maturity and weighted average interest
rate of the Collateral Interests as of the end of the related Due Period;


 


(v)           the
number and aggregate principal balance of Collateral Interests that are (A) delinquent 30-59 days, (B) delinquent 60-89 days,
(C) delinquent 90 days or more and (D) current but Specially Serviced Loans or in foreclosure but not an REO Property;


 


(vi)          the
value of any REO Property owned by the Issuer or any Permitted Subsidiary as of the end of the related Due Period, on an individual
Collateral Interest basis, based on the most recent appraisal or valuation;


 


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


 


(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 Participated Loans that have
been) extended or modified during the related Due Period on an individual basis;


 






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(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)        [Reserved]


 


(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 material 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 SPT Real Estate Capital and the Retention Holder
in accordance with Section 3(d)(i) of the EU Risk Retention Letter.


 






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(b)           The
Note Administrator will post on the Note Administrator’s Website, any report received from the Servicer or Special Servicer
detailing any breach of the representations and warranties with respect to any Collateral Interest by the Seller or any of its
affiliates and the steps taken by the Seller or any of its affiliates to cure such breach; a listing of any breach of the representations
and warranties with respect to any Collateral Interest by the Seller or any of its affiliates and the steps taken by the Seller
or any of its affiliates to cure such breach.


 


(c)           All information made available on the Note Administrator’s Website will be restricted and the Note Administrator will
only provide access to such reports to Privileged Persons in accordance with this Indenture. In connection with providing access
to its website, the Note Administrator may require registration and the acceptance of a disclaimer.


 


(d)           Not
more than five (5) Business Days after receiving an Issuer Request requesting information regarding an Auction Call Redemption,
a Clean-up Call, a Tax Redemption, or an Optional Redemption as of a proposed Redemption Date, the Note Administrator shall, subject
to its timely receipt of the necessary information to the extent not in its possession, compute the following information and
provide such information in a statement (the “Redemption Date Statement”) delivered to the Collateral Manager,
the Holders of the Preferred Shares and the Preferred Share Paying Agent:


 


(i)            the
Aggregate Outstanding Amount of the Notes of the Class or Classes to be redeemed as of such Redemption Date;


 


(ii)           the
amount of accrued interest due on such Notes as of the last day of the Due Period immediately preceding such Redemption Date;


 


(iii)          the
Redemption Price;


 


(iv)          the
sum of all amounts due and unpaid under Section 11.1(a) (other than amounts payable on the Notes being redeemed or
to the Noteholders thereof); and


 


(v)           the
amounts in the Collection Account and the Indenture Accounts available for application to the redemption of such Notes.


 


(e)           Commencing
after the quarter ending on December 31, 2019, the Issuer shall provide quarterly updates on the status of the business plan for
each Collateral Interest, which reports shall be posted to the Note Administrator’s Website. Such reports shall be delivered
by the Issuer via email to cts.cmbs.bond.admin@wellsfargo.com.


 



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Section 10.9. 
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 at least two (2) Business Days 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(f),
and, upon receipt of a Request for Release of such Collateral Interest from the Collateral Manager, the Servicer or the Special
Servicer, the Custodian shall deliver any such Pledged Collateral Interest, if in physical form, duly endorsed to the broker or
purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order, or, if such Pledged Collateral
Interest is represented by a Security Entitlement, cause an appropriate transfer thereof to be made, in each case against receipt
of the sales price therefor as set forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Collateral
Interest in physical form for examination (prior to receipt of the sales proceeds) in accordance with street delivery custom.
The Custodian shall (i) deliver any agreements and other documents in its possession relating to such Pledged Collateral Interest
and (ii) the Trustee, if applicable, duly assign each such agreement and other document, in each case, to the broker or purchaser
designated in such Issuer Order or to the Issuer if so requested in the Issuer Order.


 


(b)           The
Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Trustee and Custodian at least three (3) Business
Days prior to the date set for redemption or payment in full of a Pledged Collateral Interest, an Issuer Order certifying that
such Pledged Collateral Interest is being paid in full. Thereafter, the Collateral Manager, the Servicer or the Special Servicer,
by delivery of a Request for Release, may direct the Custodian to deliver such Pledged Collateral Interest and the related Collateral
Interest File therefor on or before the date set for redemption or payment, to the Collateral Manager, the Servicer or the Special
Servicer for redemption against receipt of the applicable redemption price or payment in full thereof.


 


(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.


 






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(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 Loan 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 Special Servicer.


 


Section
10.10. Information Available Electronically.


 


(a)           The
Note Administrator shall make available to any Privileged Person (in each case, as applicable, to the extent received by it) by
means of the Note Administrator’s Website the following items (to the extent such items were prepared by or delivered to
the Note Administrator in electronic format):


 


(i)            
the following documents, which will initially be available under a tab or heading designated “deal documents”:


 


(1)           
the final Offering Memorandum related to the Notes offered thereunder;


 


(2)           
the Governing Documents of the Issuer;


 


(3)           
the Servicing Agreement, any schedules, exhibits and supplements thereto;


 


(4)           
the Preferred Share Paying Agency Agreement, and any schedules, exhibits and supplements thereto;


 


(5)           
this Indenture, and any schedules, exhibits and supplements thereto; and


 


(6)           
the CREFC® Loan Setup file;


 


(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 10.8(a); and


 









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(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 (including Reinvestment Collateral
Interests and Exchange 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;


 


(3)           
any quarterly updates on the status of the business plan for each Collateral Interest delivered by the Issuer 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 “special 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 this 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 10.6(b);


 



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(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;


 


(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);


 


(8)           
any notices 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;
and


 


(9)           
any notice or documents provided to the Note Administrator by the Collateral Manager or the Servicer directing the Note
Administrator to post to the “special notices” tab.


 


(v)           Any
notices required pursuant to the EU Risk Retention Letter and provided by the EU Retention Holder, the Retention Holder, or the
Collateral Manager to the Note Administrator, which will initially be available under a tab or heading designated “EU Risk
Retention”;


 


(vi)          The
following notices provided by the Retention Holder or the Collateral Manager to the Note Administrator, if any, which will initially
be available under a tab or heading designated “U.S. Risk Retention Special Notices”:


 


(1)           
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;


 


(2)           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; and


 


(3)           any
noncompliance by the Sponsor with the credit risk retention requirements under Section 15G of the Exchange Act.


 


The
Note Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices”
tab, provide email notification to any Privileged Person (other than market data providers) that has registered to receive access
to the Note Administrator’s website that a notice has been posted to the “U.S. Risk Retention Special Notices”
tab.


 


(vii)         the
“Investor Q&A Forum” pursuant to Section 10.11; and


 









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(viii)       
solely to Noteholders and holders of any Preferred Shares, the “Investor Registry” pursuant to Section 10.11.


 


(a)           
Privileged Persons who execute Exhibit P-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.


 


(b)           The
Note Administrator’s Website shall initially be located at www.ctslink.com. The foregoing information shall be made
available by the Note Administrator on the Note Administrator’s Website promptly following receipt. The Note Administrator
may change the titles of the tabs and headings on portions of its website, and may re-arrange the files as it deems proper. The
Note Administrator shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered
is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the
event that any such information is delivered or posted in error, the Note Administrator may remove it from the Note Administrator’s
Website. The Note Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information
posted to the Note Administrator’s Website to the extent such information was not produced by the Note Administrator. In
connection with providing access to the Note Administrator’s Website, the Note Administrator may require registration and
the acceptance of a disclaimer. The Note Administrator shall not be liable for the dissemination of information in accordance
with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information
being made available, and assumes no responsibility for such information. Assistance in using the Note Administrator’s Website
can be obtained by calling (866) 846-4526.


 









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Section
10.11. 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 (or such other method as to which the Note Administrator, the Collateral Manager, the Servicer and the Special Servicer
may mutually agree) 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 Loan Documents, this Indenture, the Servicing
Agreement, the Collateral Management Standard or the Collateral Management Agreement, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Note Administrator, the Servicer, the Special
Servicer or the Collateral Manager, as applicable or (v) answering any such inquiry would reasonably be expected to result in
the waiver of an attorney client privilege or the disclosure of attorney work product, or is otherwise not advisable to answer,
it shall not be required to answer such Inquiry and shall promptly notify the Note Administrator of such determination. The Note
Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry shall not be answered in accordance
with the terms of this Agreement. Any notice by the Note Administrator to the Person who submitted an Inquiry that shall not be
answered shall include the following statement: “Because the Indenture and the Servicing Agreement provides that the Note
Administrator, the Servicer, the Special Servicer or the Collateral Manager 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 Loan Documents, the Collateral Management Agreement, the Indenture or the Servicing Agreement, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Note Administrator,
the Servicer, the Special Servicer or the Collateral Manager, 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 Note Administrator, the Servicer, the Special Servicer
or the Collateral Manager 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, the Retention 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 Preferred Shareholder 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 Preferred Shareholder 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, supplemental
notices and the items specified in clauses (i) through (iii) of Section 10.8(a), 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 Q hereto, which certification may be submitted electronically via the Note Administrator’s
Website. The Issuer hereby authorizes the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
CMBS.com, Inc., Markit, LLC, Interactive Data Corporation, Thomson Reuters Corporation and PricingDirect Inc.


 


(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 or Note Administrator
relating to the Monthly Report, (ii) submit inquiries to the Servicer, Collateral Manager 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 Collateral Manager,
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, this Indenture,
the Servicing Agreement, the Collateral Management Standard, the Collateral Management 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 this Indenture or the Servicing Agreement, as applicable. In the event that any of the
Collateral Manager, 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
10.12. 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, the Class
E-E Notes and the Class E-X 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, 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:





 



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(1)           to
the payment of taxes and filing fees (including any registered office and government fees) owed by the Issuer or the Co-Issuer,
if any;


 


(2)          
(a) first, to the extent not previously reimbursed, to the Advancing Agent or the Backup Advancing Agent, 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, pro rata, based on their entitlement, to the payment to the Note Administrator and the Trustee of the accrued
and unpaid fees in respect of their services equal to, in the aggregate, $5,500, (b) second, to the payment of other accrued
and unpaid Company Administrative Expenses of the Note Administrator, the Trustee, Custodian, 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 this clause (c) (other than amounts payable to the Servicer or the Special Servicer) per
Expense Year not to exceed $250,000 per annum;


 


(4)           
to the payment of the Collateral Manager Fee and any previously due but unpaid Collateral Manager Fee (if not waived by
the Collateral Manager);


 


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


 


(6)           
to the payment of the Class A-S Interest Distribution Amount plus any Class A-S Defaulted Interest Amount;


 


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


 


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


 









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(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)         
pro rata, based on entitlement, to the payment of the Class E Interest Distribution Amount, the Class E-E Interest
Distribution Amount and the Class E-X Interest Distribution Amount, plus, any Class E Defaulted Interest Amount, any Class
E-E Defaulted Interest Amount and any Class E-X Defaulted Interest Amount;


 


(13)         
pro rata, based on entitlement, to the payment of the Class E Deferred Interest (in reduction of the Aggregate Outstanding
Amount of the Class E Notes) and the Class E-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the
Class E-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, pro rata based on Aggregate Outstanding Amount, principal on
the Class E Notes and the Class E-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, the Class E Notes and the Class E-E Notes have been paid in full;


 


(15)         
pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest
Distribution Amount and the Class F-X Interest Distribution Amount plus, any Class F Defaulted Interest Amount, any Class
F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount;


 


(16)         
pro rata, based on entitlement, to the payment of the Class F Deferred Interest (in reduction of the Aggregate Outstanding
Amount of the Class F Notes) and the Class F-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the
Class F-E Notes);


 


(17)         
pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest
Distribution Amount and the Class G-X Interest Distribution Amount, plus, any Class G Defaulted Interest Amount, any Class
G-E Defaulted Interest Amount and any Class G-X Defaulted Interest Amount;


 









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(18)         
pro rata, based on entitlement, to the payment of the Class G Deferred Interest (in reduction of the Aggregate Outstanding
Amount of the Class G Notes) and the Class G-E Deferred Interest (in reduction of the Aggregate Outstanding Amount of the
Class G-E Notes);


 


(19)         
to the payment of any Company Administrative Expenses not paid pursuant to clause (3) above in the order specified
therein; and


 


(20)         
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 Preferred
Shareholders 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)           during
the Reinvestment Period and Replenishment Period and for so long as the Note Protection Tests are satisfied, to be deposited into
the Reinvestment and Replenishment Account to be held for reinvestment in Reinvestment 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 Reinvestment Collateral
Interests, unless in each case, the Note Administrator has received notice of an early termination of the Reinvestment Period
or Replenishment Period, as applicable, or the Collateral Manager on behalf of the Issuer directs otherwise in writing, in which
case Principal Proceeds will be disbursed in accordance with the remaining steps in the Priority of Payments (it being understood
that the Collateral Manager shall be deemed to have directed the reinvestment of all Principal Proceeds until such time as it
has provided the Note Administrator with a notice to the contrary);


 


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


 


(4)           
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;


 









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


 


(6)           
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;


 


(7)           
to the payment of principal of the Class B Notes until the Class B Notes have been paid in full;


 


(8)           
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;


 


(9)           
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;


 


(10)         
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;


 


(11)         
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;


 


(12)         
pro rata, based on entitlement, to the payment of the Class E Interest Distribution Amount, the Class E-E Interest
Distribution Amount and the Class E-X Interest Distribution Amount, plus, any Class E Defaulted Interest Amount, any Class
E-E Defaulted Interest Distribution Amount and any Class E-X Defaulted Interest Distribution Amount, to the extent not paid pursuant
to clause (12) of Section 11.1(a)(i) above;


 


(13)         
pro rata, based on Aggregated Outstanding Amount, to the payment of principal of the Class E Notes (including
any Class E Deferred Interest) and the Class E-E Notes, (including any Class E-E Deferred Interest) until the Class E Notes
and the Class E-E Notes have been paid in full;


 


(14)         
pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest
Distribution Amount and the Class F-X Interest Distribution Amount plus, any Class F Defaulted Interest Amount, any Class
F-E Defaulted Interest Distribution Amount and any Class F-X Defaulted Interest Distribution Amount, to the extent not paid pursuant
to clause (15) of Section 11.1(a)(i) above;


 


(15)         
pro rata, based on Aggregate Outstanding Amount, to the payment of principal of the Class F Notes (including
any Class F Deferred Interest) and the Class F-E Notes (including any Class F-E Deferred Interest) until the Class F Notes
and the Class F-E Notes have been paid in full;


 









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(16)         
pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest
Distribution Amount and the Class G-X Interest Distribution Amount plus, any Class G Defaulted Interest Amount, any Class
G-E Defaulted Interest Distribution Amount and any Class G-X Defaulted Interest Distribution Amount to the extent not paid pursuant
to clause (17) of Section 11.1(a)(i) above;


 


(17)         
pro rata, based on Aggregate Outstanding Amount, to the payment of principal of the Class G Notes (including
any Class G Deferred Interest) and the Class G-E Notes (including any Class G-E Deferred Interest) until the Class G Notes
and the Class G-E Notes have been paid in full; and


 


(18)         
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.


 


During
the Reinvestment Period and the Replenishment Period, the Collateral Manager may request that the Servicer remit Principal Proceeds
to the Note Administrator, no later than five (5) Business Days after receipt by the Servicer of the related Principal Proceeds,
for deposit into the Reinvestment and Replenishment Account prior to a Payment Date upon certification by the Collateral Manager
to each of the Servicer and the Note Administrator that (i) the Note Protection Tests were satisfied as of the immediately preceding
Payment Date, (ii) the Collateral Manager reasonably expects the Note Protection Tests to be satisfied on the immediately succeeding
Payment Date and (iii) the Collateral Manager reasonably expects that such Principal Proceeds will not be necessary to make payments
in accordance with clause (1) of this Section 11.1(a)(ii), and Principal Proceeds available for distribution in
accordance with this Section 11.1(a)(ii) shall be reduced accordingly. The Collateral Manager shall provide each such request
to the Servicer at least five (5) Business Days prior to the expected prepayment subject to such request.  Any such request
referred to above (a) shall be delivered no more than once in each Due Period and only during the Reinvestment Period or the Replenishment
Period and (b) shall specify the requested date of remittance and amount of the Principal Proceeds to be remitted. Upon receipt
of such certification by the Note Administrator and receipt of such funds from the Servicer, the Note Administrator shall be entitled
to release any such funds upon direction from the Collateral Manager.


 


(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:


 









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(1)           
to the payment of the amounts referred to in clauses (1) through (4) of Section 11.1(a)(i) in
the same order of priority specified therein, but without giving effect to any limitations on amounts payable set forth therein;


 


(2)           
to the payment of any out-of-pocket fees and expenses of the Issuer, the Note Administrator, Custodian and Trustee (including
legal fees and expenses) incurred in connection with an acceleration of the Notes following an Event of Default, including in
connection with sale and liquidation of any of the Collateral in connection therewith, to the extent not previously paid or withheld;


 


(3)           
to the payment of the Class A Interest Distribution Amount plus any Class A Defaulted Interest Amount;


 


(4)           
to the payment in full of principal of the Class A Notes;


 


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


 


(6)           
to the payment in full of principal of the Class A-S Notes;


 


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


 


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


 


(9)           
to the payment of the Class C Interest Distribution Amount plus any Class C Defaulted Interest Amount;


 


(10)         
to the payment in full of the principal of the Class C Notes (including any Class C Deferred Interest);


 


(11)         
to the payment of the Class D Interest Distribution Amount plus any Class D Defaulted Interest Amount;


 


(12)         
to the payment in full of principal of the Class D Notes (including any Class D Deferred Interest);


 


(13)         
pro rata, based on entitlement, to the payment of the Class E Interest Distribution Amount, the Class E-E Interest
Distribution Amount and the Class E-X Interest Distribution Amount, plus, any Class E Defaulted Interest Amount, any Class
E-E Defaulted Interest Amount and any Class E-X Defaulted Interest Amount;


 









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(14)         
pro rata, based on Aggregated Outstanding Amount, to the payment in full of principal of the Class E Notes
and the Class E-E Notes (including any Class E Deferred Interest and any Class E-E Defaulted Interest);


 


(15)         
pro rata, based on entitlement, to the payment of the Class F Interest Distribution Amount, the Class F-E Interest
Distribution Amount and the Class F-X Interest Distribution Amount, plus, any Class F Defaulted Interest Amount, any Class
F-E Defaulted Interest Amount and any Class F-X Defaulted Interest Amount;


 


(16)         
pro rata, based on Aggregate Outstanding Amount, to the payment in full of principal of the Class F Notes and
the Class F-E Notes (including any Class F Deferred Interest and any Class F-E Deferred Interest);


 


(17)         
pro rata, based on entitlement, to the payment of the Class G Interest Distribution Amount, the Class G-E Interest
Distribution Amount and the Class G-X Interest Distribution Amount plus, any Class G Defaulted Interest Amount, Class G-E
Interest Distribution Amount and any Class G-X Interest Distribution Amount;


 


(18)         
pro rata, based on Aggregate Outstanding Amount, to the payment in full of principal of the Class G Notes (including
any Class G Deferred Interest) and the Class G-E Notes (including any Class G-E Deferred Interest); and


 


(19)         
any remaining Interest Proceeds and 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 Preferred Shareholders subject to and in accordance with the provisions of the Preferred Share Paying Agency Agreement.


 


(b)           On
or before the Business Day prior to each Payment Date, the Issuer shall, pursuant to Section 10.3, remit or cause
to be remitted to the Note Administrator for deposit in the Payment Account an amount of Cash sufficient to pay the amounts described
in Section 11.1(a) required to be paid on such Payment Date.


 


(c)           
If on any Payment Date the amount available in the Payment Account from amounts received in the related Due Period are
insufficient to make the full amount of the disbursements required by any clause of Sections 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.


 









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(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 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 and Replenishment Account and Custodial 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 and Replenishment Account or Custodial Account, as the case may be. Absent such direction,
funds in the foregoing accounts shall be held uninvested. All amounts held by or deposited with the Note Administrator in the
Payment Account shall be held uninvested. Any amounts not invested in Eligible Investments as herein provided, shall be credited
to one or more securities accounts established and maintained pursuant to the Securities Account Control Agreement at the Corporate
Trust Office of the Note Administrator, or at another financial institution whose long-term rating is at least equal to “A2”
by Moody’s (or, in each case, such lower rating as the applicable Rating Agency shall approve) and agrees to act as a Securities
Intermediary on behalf of the Note Administrator on behalf of the Secured Parties pursuant to an account control agreement in
form and substance similar to the Securities Account Control Agreement.


 


ARTICLE
12



SALE OF COLLATERAL INTERESTS; REINVESTMENT COLLATERAL


INTERESTS;
replenishment period; EXCHANGE COLLATERAL INTERESTS;


FUTURE
FUNDING ESTIMATES


 


Section
12.1. Sales of Collateral Interests.


 


(a)          
Except as otherwise expressly permitted or required by this Indenture, and subject to compliance with the Acquisition and
Disposition Requirements, the Issuer shall not sell or otherwise dispose of any Collateral Interest. The Collateral Manager, on
behalf of the Issuer, acting pursuant to the Collateral Management Agreement may direct the Special Servicer in writing to sell
at any time:


 


(i)            
any Defaulted Collateral Interest;


 


(ii)           
any Credit Risk Collateral Interest, unless (A) 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
or (B) in the case of a sale of a Credit Risk Collateral Interest to an entity other than the Collateral Manager or an affiliate
thereof that is for a Cash purchase price that is less than the Par Purchase Price, 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; and


 









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(iii)          
any Collateral Interest acquired in violation of the Eligibility Criteria, the Acquisition Criteria or the Acquisition
and Disposition Requirements.


 


The
Special Servicer 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.


 


(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:


 


(i)           
to an entity, other than the Interested Person;


 


(ii)          
with respect to a Credit Risk Collateral Interest, to an Interested Person that is purchasing such Credit Risk Collateral
Interest from the Issuer for a cash purchase price that is equal to:


 


(A)          
in the case of an Interested Person other than the Collateral Manager or any of its Affiliates, the Par Purchase Price, or


 


(B)         
 in the case of the Collateral Manager or any of its Affiliates:


 


(I)            until
the Disposition Limitation Threshold has been met, equal to the Par Purchase Price thereof; and


 


(II)           after
the Disposition Limitation Threshold has been met, following disclosure to, and approval by, the Advisory Committee, equal to
the greater of (x) the Par Purchase Price thereof and (y) the fair market value thereof; or


 


(iii)         
with respect to a Defaulted Collateral Interest, for a price that (x) the Special Servicer, in accordance with the Servicing
Standard, or (y) the Trustee, as applicable, determines to be at least equal to the fair market value of such Defaulted Collateral
Interest (any purchase in this clause (iii) or clause (ii) above is referred to herein as a “Credit Risk/Defaulted
Collateral Interest Cash Purchase”).


 


If
the Collateral Manager directs the sale of a Collateral Interest acquired in violation of the Eligibility Criteria, the Acquisition
Criteria or the Acquisition and Disposition Requirements, the Issuer may sell such Collateral Interest to the Collateral Manager
or an Affiliate thereof for a Cash purchase price that is equal to the Par Purchase Price.


 


If
a Collateral Interest that is a Defaulted Collateral Interest is not sold or otherwise disposed of by the Issuer within three
years of such Collateral Interest becoming a Defaulted Collateral Interest, the Collateral Manager will use commercially reasonable
efforts to cause the Issuer to sell or otherwise dispose of such Collateral Interest as soon as commercially practicable thereafter.
In no event shall the Issuer or the Collateral Manager be permitted to sell or otherwise dispose of any Collateral Interest for
the primary purpose of recognizing gains or decreasing losses resulting from market value changes.


 









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In
the case of a sale of a Credit Risk Collateral Interest or a Defaulted Collateral Interest, or the exchange of a Credit Risk Collateral
Interest, in each case, which is a Combined Loan, the related Mortgage Loan and the corresponding Mezzanine Loan shall be sold
or exchanged together.


 


(c)           
Whether any offer constitutes a fair price for any Defaulted Collateral Interest shall be determined by the Special Servicer,
if the highest offeror is a person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested
Person. If the Trustee is required to determine the fair price for any Defaulted Collateral Interest, Trustee may (at its option
and at the expense of the Issuer), and shall be required to, if the purchaser is the Seller or any of its Affiliates, designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing or investing in mortgage loans similar to the Defaulted Collateral Interest, that has been selected with reasonable
care by the Trustee to determine the fair market value for such Defaulted Collateral Interest. The Trustee shall be entitled to
conclusively rely upon any such third party determination; provided that no offer from an Interested Person will constitute
a fair price for purposes of this Section 12.1 unless (i) it is the highest offer received and (ii) if the Defaulted Collateral
Interest has been marketed for sale for a period of less than three (3) months, at least one other offer is received from an independent
third party. All reasonable fees and costs of any appraisals, inspection reports, and opinions of value incurred by any such third
party shall be covered by, and shall be paid in advance of any determination by the applicable Interested Person; provided
that the Trustee may not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the
Trustee.


 


(d)          
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 substitute Collateral Interest of a type identified in clause (i) of the
definition of “Eligibility Criteria” that is owned by the Collateral Manager or an Affiliate of the Collateral Manager
that satisfies the Eligibility Criteria, the Acquisition Criteria and the Acquisition and Disposition Requirements (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 Par Purchase Price thereof plus (2) the cash amount
(if any) to be paid to the Issuer in connection with such exchange, is equal to or greater than the Par Purchase Price of the
Defaulted Collateral Interest sought to be exchanged;


 


(ii)           
with respect to any Credit Risk Collateral Interest:


 









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(A)          until
the Disposition Limitation Threshold has been met, the sum of (1) the Par Purchase Price of such Exchange Collateral Interest
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 Credit Risk Collateral Interest sought
to be exchanged;


 


(B)           after
the Disposition Limitation Threshold has been met, the sum of (1) the Par Purchase Price of such Exchange Collateral Interest
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 greater of (x) the Par Purchase Price of the Credit Risk Collateral
Interest and (y) the fair market value thereof; and


 


(iii)          
the aggregate Principal Balance of all Credit Risk Collateral Interests subject to such exchange cumulatively after the
Reinvestment Period, including the Credit Risk Collateral Interest proposed for exchange, does not cause the Credit Risk Exchange
Limitation to be met.


 


In
addition to the above, at all times the Majority of Preferred Shareholders shall have an assignable right to purchase any Defaulted
Collateral Interest and any Credit Risk Collateral Interest, for a purchase price equal to:


 


(i)            
until the Disposition Limitation Threshold has been met, the Par Purchase Price; and


 


(ii)           
after the Disposition Limitation Threshold has been met, following disclosure to, and approval by, the Advisory Committee,
the greater of (x) the Par Purchase Price and (y) the fair market value thereof.


 


(e)           
After the Issuer has notified the Trustee of an Optional Redemption, a Clean-Up Call, an Auction Call Redemption or a Tax
Redemption in accordance with Section 9.3, 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 Majority of Preferred Shareholders in writing, any Collateral Interest without regard to the
foregoing limitations in Section 12.1(a); provided that:


 


(i)            
the Sale Proceeds therefrom must be used to pay certain expenses and redeem all of the Notes in whole but not in part pursuant
to Section 9.1, and upon any such sale the Trustee shall release the lien on such Collateral Interest pursuant to
Section 10.9, and the Custodian shall upon receipt of a Request for Release, release the related Collateral Interest
File;


 


(ii)           
the Issuer may not direct the Trustee to sell (and the Trustee shall not be required to release) a Collateral Interest
pursuant to this Section 12.1(e) unless:


 









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(1)              
the Collateral Manager certifies, in an Officer’s Certificate, to the Trustee and the Note Administrator that, in
the Collateral Manager’s reasonable business judgment based on calculations included in the certification (which shall include
the sales prices of the Collateral Interests), the Sale Proceeds from the sale of one or more of the Collateral Interests and all
Cash and proceeds from Eligible Investments will be at least equal to the Total Redemption Price; and


 


(2)               the
Independent accountants appointed by the Issuer pursuant to Section 10.11 shall recalculate the calculations made
in clause (1) above and prepare an agreed-upon procedures report; and


 


(iii)          in
connection with an Optional Redemption, an Auction Call Redemption, a Clean-up Call or a Tax Redemption, all the Collateral Interests
to be sold pursuant to this Section 12.1(e) must be sold in accordance with the requirements set forth in Section 9.1(f).


 


(f)            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.


 


(g)           Notwithstanding
anything herein to the contrary, the Collateral Manager on behalf of the Issuer shall be permitted to sell or otherwise transfer
(including as a contribution) to a Permitted Subsidiary at any time any Sensitive Asset for consideration consisting of equity
interests in such Permitted Subsidiary (or an increase in the value of equity interests already owned).


 


(h)           Under no circumstances shall the Trustee in its individual capacity be required to acquire any Collateral Interests or any
property related thereto.


 


(i)             Any
Collateral Interest sold pursuant to this Section 12.1 shall be released from the lien of this Indenture.





 



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Section
12.2. Reinvestment
Collateral Interests; Replenishment Period.


 


(a)           Except
as provided in Section 12.3(c), 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 on, before or after the last day of the Reinvestment Period), amounts (or Eligible Investments) credited
to the Reinvestment and Replenishment 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 as of the date of the commitment to purchase such Reinvestment Collateral Interests the applicable Eligibility
Criteria, the Acquisition and Disposition Requirements and the following additional criteria (the “Acquisition Criteria”),
as evidenced by an Officer’s Certificate of the Collateral Manager on behalf of the Issuer delivered to the Trustee and
the Note Administrator, substantially in the form of Exhibit R hereto (which shall include the Subsequent Transfer Instrument
attached to such Officer’s Certificate), delivered as of the date of the commitment to purchase such Reinvestment Collateral
Interests:


 


(i)            the
Note Protection Tests are satisfied; and


 


(ii)            no
Event of Default has occurred and is continuing.


 


In addition,
the acquisition by the Issuer of any Reinvestment Collateral Interest shall be conditioned upon receipt by the Note Administrator
and Custodian of a Subsequent Transfer Instrument which shall, as of the date of such transfer, (1) list the purchase price for
the related Reinvestment Collateral Interest, (2) warrant and confirm the satisfaction of the conditions precedent specified in
Section 3 of the Collateral Interest Purchase Agreement and (3) make the representations and warranties made in Section 4 of the
Collateral Interest Purchase Agreement, subject only to such exceptions, if any, as are taken by the Seller with respect to such
Reinvestment Collateral Interest (which are also set forth on such transfer instrument). In connection with any such acquisition,
the Custodian shall receive the Collateral Interest File and an original Subsequent Transfer Instrument in accordance with Section
12.3 and shall review such Collateral Interest File in accordance with Section 3.3(f).


 


(b)           Notwithstanding
the foregoing provisions, (i) Cash on deposit in the Reinvestment and Replenishment 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 the Retention Holder or an Affiliate that is wholly-owned by Sub-REIT or a
subsequent REIT and is a disregarded entity for U.S. federal income tax purposes holds 100% of the Preferred Shares, it may
contribute additional Cash, Eligible Investments and/or Collateral Interests to the Issuer so long as, in the case of
Collateral Interests, any such Collateral Interests satisfy the Eligibility Criteria at the time of such contribution,
including, but not limited to, for purposes of effecting any cure rights reserved for the holder of the Participations,
pursuant to and in accordance with the terms of the related Participation Agreement. Cash or Eligible Investments contributed
to the Issuer by the Retention Holder (during the Reinvestment Period or the Replenishment Period) shall be credited to the
Reinvestment and Replenishment Account (unless the Retention Holder directs otherwise) and may be reinvested by the Issuer in
Reinvestment Collateral Interests and Funded Companion Participations so long as no Event of Default has occurred and is
continuing.


 









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(d)           In
addition, prior to the end of the Replenishment Period, but not thereafter, the Issuer may, but is not required to, reinvest Principal
Proceeds in an amount up to $110,000,000 of Funded Companion Participations that satisfy the Eligibility Criteria if, after giving
effect to such reinvestment, the Acquisition Criteria and the Acquisition and Disposition Requirements are satisfied as of the
date of the commitment to purchase such Reinvestment Collateral Interests. Principal Proceeds (including Sale Proceeds) shall
not be reinvested following the Replenishment Period.


 


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 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 Special Servicer 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 (including any Grant pursuant to the acquisition of any Collateral
Interest as evidenced by any Subsequent Transfer Instrument), 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 Issuer, and the Custodian shall receive such Pledged Collateral Interest or Securities. The Trustee
and the Note Administrator 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, on behalf of the Issuer, 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
Starwood Property Mortgage will agree to cause the Seller to pledge certain collateral described therein in order to secure certain
future funding obligations of affiliates of the Seller as holders 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 direct the use of funds on deposit in the Future
Funding Reserve Account in accordance with written instructions delivered pursuant to the terms of the Future Funding Agreement.
Neither the Trustee nor the Note Administrator shall have any obligation to ensure that Starwood Property Mortgage and the Seller
are 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), 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, the Class B Notes, the Class C Notes, the Class D
Notes, the Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes,
the Class G Notes, the Class G-E Notes and the Class G-X 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, the Class C Notes, the Class D Notes, the Class E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes
and the Class G-X 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, the Class C Notes, the Class D Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes,
the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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, the Class D Notes, the Class E-E Notes, the Class E-X
Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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, the Class D Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes,
the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X Notes to the extent and in the manner provided in
Section 11.1(a)(iii).


 



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(d)           Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class C Notes, that the rights of the Holders of the Class D Notes, the Class E-E Notes, the Class E-X Notes,
the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes,
the Class G-E Notes and the Class G-X Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 


(e)            Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders agree, for the benefit
of the Holders of the Class D Notes, that the rights of the Holders of the Class E-E Notes, the Class E-X Notes, the Class F Notes,
the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X 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-E Notes,
the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the
Class G-X 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, the Class F-E Notes, the Class F-X Notes, the Class
G Notes, the Class G-E Notes and the Class G-X 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, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the
Class G-E Notes and the Class G-X Notes to the extent and in the manner provided in Section 11.1(a)(iii).


 



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(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, the Class F-E Notes and the Class F-X Notes, that the rights of the Holders of the Class G Notes, the Class
G-E Notes and the Class G-X Notes shall be subordinate and junior to the Class F Notes, the Class F-E Notes and the Class F-X
Notes 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, the
Class F-E Notes and the Class F-X 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, the Class F-E Notes and the Class F-X Notes consent, other than in Cash, before any
further payment or distribution is made on account of any of the Class G Notes, the Class G-E Notes and the Class G-X Notes to
the extent and in the manner provided in Section 11.1(a)(iii).


 


(h)           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.


 


(i)             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.


 


(j)            The
Holders of each Class of Notes agree, for the benefit of all Holders of the Notes, not to institute against, or join any other
Person in instituting against, the Issuer, the Co-Issuer or any Permitted Subsidiary, any petition for bankruptcy, reorganization,
arrangement, moratorium, liquidation or other 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.


 



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Section
13.2. Standard of Conduct. In exercising any of its or their voting rights, rights to direct and consent or any other
rights as a Securityholder under this Indenture, a Securityholder or Securityholders shall not have any obligation or duty to
any Person or to consider or take into account the interests of any Person and shall not be liable to any Person for any action
taken by it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without
regard to whether such action or inaction benefits or adversely affects any Securityholder, the Issuer, or any other Person, except
for any liability to which such Securityholder may be subject to the extent the same results from such Securityholder’s
taking or directing an action, or failing to take or direct an action, in bad faith or in violation of the express terms of this
Indenture.


 


ARTICLE
14



MISCELLANEOUS


 


Section
14.1. Form of Documents Delivered to the Trustee and Note Administrator. In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or
opinion of an Authorized Officer of the Issuer or the Co-Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based
are erroneous. Any such certificate of an Authorized Officer of the Issuer or the Co-Issuer or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Co-Issuer, the
Collateral Manager or any other Person, stating that the information with respect to such factual matters is in the possession
of the Issuer, the Co-Issuer, the Collateral Manager or such other Person, unless such Authorized Officer of the Issuer or the
Co-Issuer or such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.
Any Opinion of Counsel also may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an Authorized Officer of the Issuer or the Co-Issuer, or the Servicer or the Special 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.


 



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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(i).


 


Section 14.2. Acts of Securityholders.


 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Securityholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders
in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and the Note Administrator, and, where it is hereby
expressly required, to the Issuer and/or the Co-Issuer. Such instrument or instruments (and the action or actions embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee, the Note Administrator, the Issuer and the Co-Issuer, if made
in the manner provided in this Section 14.2.


 


(b)           The
fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee or
the Note Administrator deems sufficient.


 


(c)           The
principal amount and registered numbers of Notes held by any Person, and the date of his holding the same, shall be proved by
the Notes Register. The Notional Amount and registered numbers of the Preferred Shares held by any Person, and the date of his
holding the same, shall be proved by the register of members maintained with respect to the Preferred Shares. Notwithstanding
the foregoing, the Trustee and Note Administrator may conclusively rely on an Investor Certification to determine ownership of
any Notes.


 


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Securityholder shall bind such Securityholder
(and any transferee thereof) of such Security and of every Security issued upon the registration thereof or in exchange therefor
or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Note Administrator, the Preferred
Share Paying Agent, the Preferred Share Registrar, the Issuer or the Co-Issuer in reliance thereon, whether or not notation of
such action is made upon such Security.


 



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Section
14.3. Notices,
etc., to the Trustee, the Note Administrator, the Issuer, the Co-Issuer, the Advancing Agent, the Servicer, the Special
Servicer, the Preferred Share Paying Agent, the Placement Agents, the Collateral Manager and the Rating Agencies. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Securityholders or other documents provided or permitted by
this Indenture shall be in writing and addressed in each case as follows:


 


(a)            if
to the Trustee, addressed to Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee – STWD 2019-FL1, Facsimile number: (302) 636-6196, with a copy by email to cmbstrustee@wilmingtontrust.com,
or at any other address previously furnished in writing to the parties hereto and the Servicing Agreement, and to the
Securityholders;


 


(b)           if
to the Note Administrator, addressed to Wells Fargo Bank, National Association, Corporate Trust Office, e-mail: trustadministrationgroup@wellsfargo.com
with a copy to cts.cmbs.bond.admin@wellsfargo.com and, with respect to any certification sent by the Retaining Sponsor,
to eurrcompliance@wellsfargo.com, or at any other address previously furnished in writing to the parties hereto and the
Servicing Agreement, and to the Securityholders.


 


(c)            if
to the Issuer, addressed to STWD 2019-FL1, Ltd., c/o Walkers Fiduciary Limited, Cayman Corporate Centre, 27 Hospital Road, George
Town, Grand Cayman KY1-9008, Cayman Islands, with copies by email to asossen@Starwood.com, vkallaher@starwood.com,
ccarpenter@Starwood.com and stwd2019fl1@starwood.com, 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)           if
to the Co-Issuer, addressed to STWD 2019-FL1, LLC, with copies by email to asossen@Starwood.com, vkallaher@starwood.com,
ccarpenter@Starwood.com and stwd2019fl1@starwood.com, 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)            if
to the Advancing Agent, addressed to Starwood Property Mortgage, L.L.C., with copies by email to asossen@Starwood.com,
vkallaher@starwood.com, ccarpenter@Starwood.com and stwd2019fl1@starwood.com, 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)            if
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)           if to the Servicer, addressed to Wells Fargo Bank, National Association, Commercial Mortgage Servicing, Three Wells Fargo,
401 South Tryon Street, 8th Floor, MAC D1050-084, Charlotte, North Carolina 28202, Attention: STWD 2019-FL1 Asset Manager, Fax:
(704) 715-0036, Email: commercial.servicing@wellsfargo.com, with a copy to K&L Gates LLP, Hearst Tower, 44th Floor,
214 North Tryon Street, Charlotte, North Carolina 28202, Attention: Stacy Ackermann, 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)           if
to the Special Servicer, addressed to LNR Partners, LLC, with copies by email to hbennett@starwood.com, JWarshaw@lnrpartners.com,
lnr.cmbs.notices@lnrproperty.com, vkallaher@starwood.com and stwd2019fl1@starwood.com, or at any other address
previously furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee;


 


(i)            if
to the Rating Agencies, addressed to them at (i) with respect to DBRS, Inc., 333 W. Wacker Dr., Suite 1800, Chicago, Illinois
60606, Attention: Commercial Mortgage Surveillance, Fax: (312) 332-3492, Email: cmbs.surveillance@dbrs.com and (ii) with respect
to 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;


 


(j)            if
to Wells Fargo Securities as a Placement Agent, addressed to Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York
10152, Attention: A.J. Sfarra, email: anthony.sfarra@wellsfargo.com, with copies to Troy Stoddard, Wells Fargo Law Department,
D1053-300, 301 South College St., Charlotte, North Carolina 28288, e-mail: Troy.Stoddard@wellsfargo.com, or at any other
address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator and the Trustee;


 


(k)           if
to Citigroup as a Placement Agent, addressed to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York
10013, Attention: Commercial Mortgage Finance, with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th
Floor, New York, New York 10013, Attention: Richard Simpson, fax: (646) 862-8988, e-mail: richard.simpson@citi.com;


 


(l)            if
to BofA Securities as a Placement Agent, addressed to BofA Securities, Inc., One Bryant Park, New York, New York 10036, attention:
Director of CMBS Securitizations, or at any other address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator
and the Trustee;


 


(m)          if
to Capital One Securities as a Placement Agent, addressed to Capital One Securities, Inc., 299 Park Avenue, 32nd Floor, New York,
New York 10171, attention: Eric Shea, or at any other address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator
and the Trustee;


 



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(n)           if to JPMS as a Placement Agent, addressed to J.P. Morgan Securities LLC, 383 Madison Avenue, 8th Floor, New York,
New York 10179, Attention: SPG Syndicate, e-mail: ABS_Synd@jpmorgan.com with copies to J.P. Morgan Securities LLC, 4 New York Plaza,
21st Floor, New York, New York 10004, Attention: Samuel E. Peckham, email: US_CMBS_Notice@jpmorgan.com, or at any other address
furnished in writing to the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator and the Trustee;


 


(o)           if
to Morgan Stanley as a Placement Agent, addressed to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention:
Jane Lam, e-mail: jane.lam@morganstanley.com, with a copy to: Morgan Stanley & Co. LLC, Legal Compliance Division, 1221 Avenue
of the Americas, New York, New York 10020;


 


(p)           if
to the Collateral Manager, addressed to STWD Investment Management, LLC, with copies by email to asossen@Starwood.com,
vkallaher@starwood.com, ccarpenter@Starwood.com, jdiamond@starwood.com, mcagley@starwood.com, jvaughan@starwood.com
and stwd2019fl1@starwood.com, or at any other address furnished in writing to the Issuer, the Co-Issuer, the Note Administrator
and the Trustee; and


 


(q)           if
to the Note Administrator, addressed to the Note Administrator at the Corporate Trust Office of the Note Administrator.


 


Section
14.4. Notices
to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture or the Servicing Agreement provides
for notice to Holders of Notes of any event,


 


(a)           such
notice shall be sufficiently given to Holders of Notes if in writing and mailed, first class postage prepaid, to each Holder of
a Note affected by such event, at the address of such Holder as it appears in the Notes Register, not earlier than the earliest
date and not later than the latest date, prescribed for the giving of such notice;


 


(b)           such
notice shall be in the English language; and


 


(c)           all
reports or notices to Preferred Shareholders shall be sufficiently given if provided in writing and mailed, first class postage
prepaid, to the Preferred Share Paying Agent.


 


The Note Administrator
shall deliver to the Holders of the Notes any information or notice in its possession, requested to be so delivered by at least
25% of the Holders of any Class of Notes.


 


Neither the failure
to mail any notice, nor any defect in any notice so mailed, to any particular Holder of a Note shall affect the sufficiency of
such notice with respect to other Holders of Notes. In case by reason of the suspension of regular mail service or by reason of
any other cause, it shall be impracticable to give such notice by mail, then such notification to Holders of Notes shall be made
with the approval of the Note Administrator and shall constitute sufficient notification to such Holders of Notes for every purpose
hereunder.


 



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Where this Indenture
provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with
the Trustee and with the Note Administrator, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


In the event that,
by reason of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee and the Note Administrator shall be deemed
to be a sufficient giving of such notice.


 


Section 14.5. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.


 


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 Preferred Share Registrar and the Noteholders (each of whom shall be an express
third party beneficiary hereunder), any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
14.9. Governing
Law; Waiver of Jury Trial. THIS INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 






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


 


Section
14.12. Liability
of Co-Issuers. Notwithstanding any other terms of this Indenture, the Notes or any other agreement entered into between, inter
alios, the Issuer and the Co-Issuer or otherwise, neither the Issuer nor the Co-Issuer shall have any liability whatsoever
to the Co-Issuer or the Issuer, respectively, under this Indenture, the Notes, any such agreement or otherwise and, without prejudice
to the generality of the foregoing, neither the Issuer nor the Co-Issuer shall be entitled to take any steps to enforce, or bring
any action or proceeding, in respect of this Indenture, the Notes, any such agreement or otherwise against the other Co-Issuer
or the Issuer, respectively. In particular, neither the Issuer nor the Co-Issuer shall be entitled to petition or take any other
steps for the winding up or bankruptcy of the Co-Issuer or the Issuer, respectively or shall have any claim in respect of any
Collateral of the Co-Issuer or the Issuer, respectively.


 


Section
14.13. 17g-5
Information.


 


(a)           The
Co-Issuers shall comply with their obligations under Rule 17g-5 promulgated under the Exchange Act (“Rule 17g-5”),
by their or their agent’s posting on the 17g-5 Website, no later than the time such information is provided to the Rating
Agencies, all information that the Issuer or other parties on its behalf, including the Trustee, the Note Administrator, the Servicer
and the Special Servicer, provide to the Rating Agencies for the purposes of determining the initial credit rating of the Notes
or undertaking credit rating surveillance of the Notes (the “17g-5 Information”); provided that no party
other than the Issuer, the Trustee, the Note Administrator, the Servicer or the Special Servicer may provide information to the
Rating Agencies on the Issuer’s behalf without the prior written consent of the Issuer. 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.


 






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(b)           Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement or the Servicing Agreement
shall be delivered to it via electronic mail at 17g5informationprovider@wellsfargo, specifically with a subject reference
of “17g-5 – STWD 2019-FL1, 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.


 


Upon delivery
by the Issuer or the Co-Issuer to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Co-Issuers
and the 17g-5 Information Provider) of information designated by the Issuer or the Co-Issuer as having been previously made available
to NRSROs by the Co-Issuers (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make
such Pre-Closing 17g-5 Information available only to the Co-Issuers and to NRSROs via the 17g-5 Information Provider’s Website
pursuant this Section 14.13(b). The Co-Issuers shall not be entitled to direct the 17g-5 Information Provider to provide
access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee
or other third party.


 


(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 17g5informationprovider@wellsfargo, specifically with a subject reference of “17g-5 – STWD
2019-FL1, Ltd.” and an identification of the type of information being provided in the body of the email, or via any alternate
email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider if or as may be necessary or beneficial; provided that such information is not locked or corrupted and is otherwise
received in a readable and uploadable format:


 


(i)            any
statements as to compliance and related Officer’s Certificates delivered under Section 7.9;


 


(ii)           any information requested by the Issuer or the Rating Agencies (it being understood the 17g-5 Information Provider shall
not disclose on the Note Administrator’s Website which Rating Agencies requested such information as provided in Section 14.13);


 


(iii)          any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without satisfaction of the
Rating Agency Condition;


 


(iv)          any
requests for satisfaction of the Rating Agency Condition that are delivered to the 17g-5 Information Provider pursuant to Section 14.14;


 


(v)           any
summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 14.13(c);
provided that the summary of such oral communications shall not disclose which Rating Agencies the communication was with;


 






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(vi)          any
amendment or proposed supplemental indenture to this Agreement pursuant to Section 8.3; and


 


(vii)         the “Rating Agency Q&A Forum and Servicer Document Request Tool” pursuant to Section 10.11(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. (New York time) or, if received after 12:00 p.m., on the next Business Day. The 17g-5 Information Provider shall have no obligation
or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the
transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered
or posted in error, the 17g-5 Information Provider may remove it from the website. The 17g-5 Information Provider (and the Trustee)
has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the 17g-5 Website to the
extent such information was not produced by it. Access will be provided by the 17g-5 Information Provider to NRSROs upon receipt
of an NRSRO Certification in the form of Exhibit N hereto (which certification may be submitted electronically via the 17g-5
Website).


 


(e)           Upon
request of the Issuer or a Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Website any additional information
requested by the Issuer or such Rating Agency to the extent such information is delivered to the 17g-5 Information Provider electronically
in accordance with this Section 14.13. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Website
the Rating Agency or NRSRO that requested such additional information.


 


(f)            The
17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Website
in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Website.


 


(g)           Any other information required to be delivered to the Rating Agencies pursuant to this agreement shall be furnished to the
Rating Agencies so long as such information (x) was previously provided to the 17g-5 Information Provider or (y) is simultaneously
delivered to the 17g-5 Information Provider in accordance with this Section 14.13.


 


(h)           Notwithstanding
anything to the contrary in this Indenture, a breach of this Section 14.13 shall not constitute a Default or Event
of Default.


 



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(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. It being understood
that no party to this Agreement shall be required to make a determination as to whether any material provided to such party is
Form ABS Due Diligence-15E and any Form ABS Due Diligence-15E shall be labeled as such.


 


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 and after receiving actual knowledge of such posting (which may be in the
form of an automatic email notification of posting delivered by the 17g-5 Website to such party), the Requesting Party shall send
the request for satisfaction of such Condition to the Rating Agencies in accordance with the instructions for notices set forth
in Section 14.3.


 


Section
14.15. Patriot
Act Compliance. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable
to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable
Law”), the Trustee and Note Administrator may be required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee or Note Administrator, as the case may be.
Accordingly, each of the parties agrees to provide to the Trustee and the Note Administrator, upon its request from time to time,
such identifying information and documentation as may be available for such party in order to enable the Trustee and the Note
Administrator, as applicable, to comply with Applicable Law. The Issuer and Company Administrator are subject to laws in the Cayman
Islands, which impose similar obligations to the Applicable Laws, including with regard to verifying the identity and source of
funds of investors.


 






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ARTICLE
15



ASSIGNMENT OF THE COLLATERAL INTEREST PURCHASE AGREEMENT


 


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 Offered Notes and the Class E-E Notes and the
Class E-X Notes and amounts payable to the Secured Parties hereunder and the performance and observance of the provisions hereof,
hereby collaterally assigns, transfers, conveys and sets over to the Trustee, for the benefit of the Noteholders (and to be exercised
on behalf of the Issuer by persons responsible therefor pursuant to this Agreement and the Servicing Agreement), all of the Issuer’s
estate, right, title and interest in, to and under the Collateral Interest Purchase Agreement (now or hereafter entered into)
(an “Article 15 Agreement”), including, without limitation, (i) the right to give all notices, consents
and releases thereunder, (ii) the right to give all notices of termination and to take any legal action upon the breach of an
obligation of the Seller or Collateral Manager thereunder, including the commencement, conduct and consummation of proceedings
at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv)
the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided, however,
that the Issuer reserves for itself a license to exercise all of the Issuer’s rights pursuant to the Article 15 Agreement
without notice to or the consent of the Trustee or any other party hereto (except as otherwise expressly required by this Indenture,
including, without limitation, as set forth in Section 15.1(f)) which license shall be and is hereby deemed to be
automatically revoked upon the occurrence of an Event of Default hereunder until such time, if any, that such Event of Default
is cured or waived.


 


(b)           The
assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or
diminish the obligations of the Issuer under the provisions of each of the Article 15 Agreement, nor shall any of the obligations
contained in each of the Article 15 Agreement be imposed on the Trustee.


 


(c)           Upon
the retirement of the Notes and the release of the Collateral from the lien of this Indenture, this assignment and all rights
herein assigned to the Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and
interest of the Trustee in, to and under each of the Article 15 Agreement shall revert to the Issuer and no further instrument
or act shall be necessary to evidence such termination and reversion.


 


(d)           The
Issuer represents that it has not executed any assignment of the Article 15 Agreement other than this collateral assignment.


 


(e)           The
Issuer agrees that this assignment is irrevocable, and that it shall not take any action which is inconsistent with this assignment
or make any other assignment inconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee, execute
all instruments of further assurance and all such supplemental instruments with respect to this assignment as the Trustee may
specify.


 


(f)            The
Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Seller in the Collateral Interest Purchase
Agreement to the following:


 


(i)            the
Seller consents to the provisions of this collateral assignment and agrees to perform any provisions of this Indenture made expressly
applicable to the Seller pursuant to the applicable Article 15 Agreement;


 


(ii)           the
Seller acknowledges that the Issuer is collaterally assigning all of its right, title and interest in, to and under the Collateral
Interest Purchase Agreement to the Trustee for the benefit of the Noteholders, and the Seller agrees that all of the representations,
covenants and agreements made by the Seller in the Article 15 Agreement are also for the benefit of, and enforceable by,
the Trustee and the Noteholders;


 






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(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 c/o Starwood Property Trust,
Inc., 605 Third Avenue, 38th Floor, New York, New York 10016. 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. 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 Loan 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 16.2. Representations and Warranties Related to Reinvestment Collateral Interests and Exchange Collateral Interests.


 


(a)           Upon the acquisition of any 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 B to the Collateral
Interest Purchase Agreement with such exceptions as may be relevant and reasonably acceptable to the Collateral Manager.


 


(b)           The representations and warranties in Section 16.2(a) with respect to the acquisition of any 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 (by providing such report to the 17g-5 Information Provider) 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 Reinvestment Collateral Interest and 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 16.2(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 this Indenture or the Servicing Agreement on the Collateral Interest, plus (iv) accrued and unpaid interest on
advances made under this 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 16.3. Operating Advisor. If the Issuer, as holder of a Participation has the right pursuant to the related Loan Documents
to appoint the operating advisor, directing holder or Person serving a similar function under the Loan 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 16.4. 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 Loan Documents to purchase any other interest in the same Underlying Commercial Real Estate 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 Loan 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 Loan 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 the 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 Clause.


 



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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 10.6,
which obligations shall continue pursuant to the terms of Section 10.6).


 


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 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
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 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


 






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(e)           no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality
or court or other Person is required for the performance by the Advancing Agent of its duties hereunder, except such as have been
duly made or obtained.


 


Section 17.5. Resignation
and Removal; Appointment of Successor.


 


(a)           No
resignation or removal of the Advancing Agent and no appointment of a successor Advancing Agent pursuant to this Article 17
shall become effective until the acceptance of appointment by the successor Advancing Agent under Section 17.6.


 


(b)       
   The Advancing Agent may, subject to Section 17.5(a), resign at any time by giving
written notice thereof to the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee, the
Servicer, the Noteholders and the Rating Agencies.


 


(c)           The Advancing Agent may be removed at any time by Act of Supermajority of the Preferred Shares upon written notice delivered
to the Trustee and to the Issuer and the Co-Issuer.


 


(d)           If the Advancing Agent fails to make a required Interest Advance and it has not determined such Interest Advance to be a
Nonrecoverable Interest Advance, (i) the Advancing Agent will be in default under this Indenture, (ii) the Backup Advancing Agent
shall be required to make such Interest Advance, and (iii) the Note Administrator shall terminate such Advancing Agent and use
commercially reasonable efforts for up to 90 days following such termination to replace such Advancing Agent with 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.


 



    215 


     


    




 


Section 17.6. Acceptance
of Appointment by Successor Advancing Agent.


 


(a)           Every
successor Advancing Agent appointed hereunder shall execute, acknowledge and deliver to the Issuer, the Co-Issuer, the Collateral
Manager, the Servicer, the Special Servicer, the Trustee, the Note Administrator, and the retiring Advancing Agent an instrument
accepting such appointment hereunder and under the Servicing Agreement. Upon delivery of the required instruments, the resignation
or removal of the retiring Advancing Agent shall become effective and such successor Advancing Agent, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Advancing
Agent hereunder and under the Servicing Agreement.


 


(b)           No
appointment of a successor Advancing Agent shall become effective unless (1) the Rating Agency Condition has been satisfied with
respect to the appointment of such successor Advancing Agent and (2) such successor has a long-term unsecured debt rating of at
least “A2” by Moody’s, and whose short-term unsecured debt rating is at least “P-1” from Moody’s.


 


Section 17.7. Removal and Replacement of Backup Advancing Agent. The Note Administrator shall replace any such successor Advancing
Agent (excluding the Note Administrator in its capacity as Backup Advancing Agent) upon receiving notice that such successor Advancing
Agent’s long-term unsecured debt rating at any time becomes lower than “A2” by Moody’s, and whose short-term
unsecured debt rating becomes lower than “P-1” by Moody’s, with a successor Advancing Agent that has a long-term
unsecured debt rating of at least “A2” by Moody’s, and whose short-term unsecured debt rating is at least “P-1”
from Moody’s.


 



    216 


     


    




 


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


 


	 	STWD
                                         2019-FL1, LTD., as Issuer





 


	 	Executed as a deed




 


 








	 	By:	/s/ Andrew J. Sossen
	 	Name:	Andrew J. Sossen
	 	Title:	Director




 





	 	[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]



 





STWD
2019-FLI – INDENTURE


 









    


     


    




 


	 	STWD
                                         2019-FL1, LLC, as Co-Issuer





 


 





	 	By:	/s/ Andrew J. Sossen
	 	Name:	Andrew J. Sossen
	 	Title:	Executive Vice President




 


	 
	[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]









 


STWD
2019-FLI – INDENTURE


 






    


     


    

 






	 	STARWOOD
PROPERTY MORTGAGE, L.L.C., as Advancing Agent





  


 


	 	By:	/s/ Andrew J. Sossen
	 	Name:	Andrew J. Sossen
	 	Title:	Executive Vice President




 


	[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]



 


STWD
2019-FLI – INDENTURE


 






    


     


    




 


	 	WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION, as Trustee





 


 





	 	By:	/s/ Patrick A. Kanar
	 	Name:	Patrick A. Kanar
	 	Title:	Banking Officer




 





	[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]



 


STWD 2019-FLI
– INDENTURE


 






    


     


    



 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Note Administrator





 


 





	 	By:	/s/ Amber Nelson
	 	Name:	Amber Nelson
	 	Title:	Vice President




 


	[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]







 


STWD
2019-FLI – INDENTURE


 



    


     


    




 


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, as
                                         Custodian





 


 








		By:	/s/ Amber Nelson
	 	Name:	Amber Nelson
	 	Title:	Vice President



 


STWD 2019-FLI – INDENTURE


 






    


     


    

 


SCHEDULE A


 


COLLATERAL INTEREST SCHEDULE


 


	Collateral Interest	 	Collateral Interest
 Cut-off Date Balance	 	 	Collateral Interest Type
	Poydras Office and Hotel	 	$	99,000,000	 	 	 Transitional Pari Passu Loan
	700 Louisiana and 600 Prairie Street	 	$	96,000,000	 	 	Transitional Pari Passu Loan
	Minkin Multifamily LLC	 	$	95,000,000	 	 	 Transitional Whole Loan
	Park at Pentagon Row	 	$	90,500,000	 	 	 Transitional Pari Passu Loan
	1310 N Courthouse	 	$	81,000,000	 	 	 Transitional Pari Passu Loan
	Coppermine Commons	 	$	71,646,592	 	 	 Transitional Pari Passu Loan
	Stadium Gateway	 	$	65,000,000	 	 	 Transitional Whole Loan
	Brown Palace Hotel & Holiday Inn Express Denver Downtown	 	$	62,000,000	 	 	Transitional Pari Passu Loan
	Hyatt Regency Houston	 	$	58,000,000	 	 	 Transitional Pari Passu Loan
	Minkin Multifamily S-Corp	 	$	47,000,000	 	 	 Transitional Whole Loan
	1979 Marcus	 	$	45,000,000	 	 	 Transitional Whole Loan
	City Park Apartments	 	$	42,509,614	 	 	 Transitional Pari Passu Loan
	Dune Vegas II	 	$	38,000,000	 	 	 Transitional Pari Passu Loan
	Avilla Victoria I & II	 	$	35,080,000	 	 	 Transitional Whole Loan
	Falls on Bull Creek	 	$	31,500,000	 	 	 Transitional Pari Passu Loan
	Treehouse Apartments	 	$	29,866,793	 	 	 Transitional Pari Passu Loan
	Echelon on 99	 	$	28,367,000	 	 	 Transitional Whole Loan
	Avilla Town Square	 	$	26,000,000	 	 	 Transitional Whole Loan
	Winrock II	 	$	25,000,000	 	 	 Transitional Pari Passu Loan
	Avilla Premier	 	$	18,530,000	 	 	 Transitional Whole Loan
	Northstar Apartments	 	$	15,000,000	 	 	 Transitional Pari Passu Loan



 







    Sch. A-1


     


    




 


SCHEDULE B


 


BENCHMARK


 


Calculation of Benchmark


 


For purposes of calculating the Benchmark (which shall initially
be LIBOR), the Issuer and the Co-Issuer shall initially appoint the Note Administrator as calculation agent (in such capacity,
the “Calculation Agent”).


 


Calculation of LIBOR


 


LIBOR with respect
to any Interest Accrual Period shall be determined by the Calculation Agent in accordance with the following provisions (rounded
to the nearest 1/1000 of 1%):


 


1.            On
each Benchmark Determination Date, LIBOR (other than for the initial Interest Accrual Period) shall equal the rate, as
obtained by the Calculation Agent, for deposits in U.S. Dollars for a period of one month, which appears on the Reuters Page
LIBOR01 (or such other page that may replace that page on such service for the purpose of displaying comparable rates) as
reported by Bloomberg Financial Markets Commodities News as of the Reference Time. “London Banking Day”
means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign
currency deposits) in London, England.


 


2.            If
such rate does not appear on Reuters Screen LIBOR01 (or its equivalent), as of the Reference Time, the Calculation Agent
shall request the principal London office of any four major reference banks in the London interbank market selected by the
Calculation Agent to provide quotations of such reference bank’s offered quotations to prime banks in the London
interbank market for deposits in U.S. Dollars for a period of one month, as of the Reference Time, in a principal amount of
not less than $1 million that is representative for a single transaction in the relevant market at the relevant time. If at
least two such rates are so provided, then LIBOR shall be the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, the Calculation Agent shall be required to request any three major banks in New York City
selected by the Calculation Agent to provide such banks’ rates for loans in U.S. Dollars to leading European banks for
a one-month period as of 11:00 a.m., New York City time, as of the applicable Benchmark Determination Date, in a principal
amount not less than $1 million that is representative for a single transaction in the relevant market at the relevant time.
If at least two such rates are so provided, then LIBOR shall be the arithmetic mean of such quotations. If fewer than two
rates are so provided, then LIBOR shall be the LIBOR rate used for the immediately preceding Interest Accrual Period.


 


3.            In
respect of the initial Interest Accrual Period, LIBOR shall be determined on the second London Banking Day preceding the
Closing Date.


 


4.            Notwithstanding
the foregoing, in no event will LIBOR be less than zero.


 


In making the above
calculations, all percentages resulting from the calculation shall be rounded, if necessary, to the nearest one thousandth of a
percentage point (0.001%).


 






    Sch. B-1


     


    

 


SCHEDULE C


 


LIST OF AUTHORIZED OFFICERS OF COLLATERAL
MANAGER





 


	Name	Title
	Barry Sternlicht	Chief Executive Officer
	Rina Paniry	Chief Financial Officer and Executive Vice President
	Andrew J. Sossen	Chief Operating Officer, Executive Vice President and Secretary
	Jeffrey DiModica	President
	Jerry Hirschkorn	Assistant Secretary and Vice President
	Vincent Kallaher	Treasurer and Vice President
	David Newberry	Vice President
	Michael Rappaport	Vice President
	Farid Maluf	Vice President
	Cary Carpenter	Vice President
	Mark Cagley	Vice President
	Justin Diamond	Vice President


 






    Sch. C-1


     


    

 


EXHIBIT A-1


 


FORM OF CLASS
A SENIOR SECURED FLOATING RATE NOTE DUE 2038 

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON
THAT IS BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB
OR AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a)
OF REGULATION D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS,
AND (2) A QUALIFIED PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF)
FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO
AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE)
OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT
TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO
HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING
WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING
ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY.
IF AT ANY TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST
IN SUCH GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND
THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN
BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    


     


    




 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 






		1	For
Regulation S Global Note.



 






    Exh. A-1-2


     


    









 


STWD 2019-FL1, LTD.


STWD
2019-FL1, LLC


 


CLASS A SENIOR

SECURED FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] - ___	 	Up to
	CUSIP No. [G85412AA5]2
    [78485WAA7]3	 	U.S.$577,500,000
	ISIN: [USG85412AA52]2 [US78485WAA71]3	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of up to U.S.$577,500,000, or such other principal sum as is equal to the
aggregate principal amount of the Class A Notes identified from time to time on the records of the Note Administrator and
Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Note, on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class A Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class A Notes shall accrue at the Class A Rate and shall be computed on the basis of the actual number
of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class A-S Notes, the Class B
Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the
Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares. So
long as any Class A Notes are Outstanding, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class
D Notes, the Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes,
the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares will receive payments only in accordance with
the Priority of Payments. The principal of this Note shall be due and payable no later than the Stated Maturity Date unless the
unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or
otherwise.


 





 






		2	For Regulation S Global Note.



 


		3	For Rule 144A Global Note.



 



    Exh. A-1-3


     


    




 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class A Senior Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer (the “Class A
Notes”), limited in aggregate principal amount to U.S.$577,500,000 issued under an indenture dated as of August 15, 2019
(the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent,
Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor trustee permitted under the
Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator (in such capacity and,
together with any successor note administrator permitted under the Indenture, the “Note Administrator”), and
as custodian. Also authorized under the Indenture are (a) up to U.S.$141,625,000 Class A-S Second Priority Secured Floating
Rate Notes Due 2038 (the “Class A-S Notes”), (b) up to U.S.$66,000,000 Class B Third Priority Secured
Floating Rate Notes Due 2038 (the “Class B Notes”), (c) up to U.S.$79,750,000 Class C Fourth Priority Secured
Floating Rate Notes Due 2038 (the “Class C Notes”), (d) up to U.S.$59,125,000 Class D Fifth Priority
Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh
Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G
Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes,
the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 





 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



  



    Exh. A-1-4


     


    




 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class A Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event if the Tax
Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available to
be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 



    Exh. A-1-5


     


    




 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class A Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.








 






    Exh. A-1-6


     


    











 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 






    Exh. A-1-7


     


    

 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. A-1-8


     


    

 


IN WITNESS
WHEREOF, the Co-Issuers have caused this Note to be duly executed.


 


Dated
as of August 15, 2019


 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 



	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	
	 	 
		By:	 

	 		Name:
	 	 	Title:



 









    Exh. A-1-9


     


    

 


CERTIFICATE OF AUTHENTICATION 


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 









    Exh. A-1-10


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign
and transfer unto



 





		 	 





 


		 	 





Please insert social
security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does hereby irrevocably
constitute and appoint ____________________Attorney to transfer the Note on the books of the Issuer with full power of substitution
in the premises.


 


	Date:	 	Your Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)




 









    Exh. A-1-11


     


    

 


SCHEDULE A


 


EXCHANGES IN GLOBAL NOTES


 


This Note shall be
issued in the original principal balance of U.S.$[577,500,000]4 [0]5 on
the Closing Date. The following exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been
made:


 


	Date of Exchange	 	Amount of

                                                                                Decrease in

                                                                                Principal

                                                                                Amount of this

                                                                                Global Note
	 	Amount of

                                                                                Increase in

                                                                                Principal

                                                                                Amount of this

                                                                                Global Note
	 	Principal

                                                                                Amount of this

                                                                                Global Note

                                                                                following such

                                                                                decrease (or

                                                                                increase)
	 	Signature of

                                                                                authorized

                                                                                officer of Note

                                                                                Administrator or

                                                                                securities

                                                                                Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


 









		4	Rule 144A Global Note.



 


		5	Regulation S
Global Note.








 






    Exh. A-1-12


     


    

 





EXHIBIT A-2


 


FORM OF CLASS A SENIOR
SECURED FLOATING RATE NOTE DUE 2038 

DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON
THAT IS BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB
OR AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a)
OF REGULATION D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS
AND (2) A QUALIFIED PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF)
FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO
AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE)
OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT
TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED
TO MAKE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING
WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING
ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY.
IF AT ANY TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH,
AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER
THE ACQUISITION OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER,
AS APPLICABLE.


 






    Exh. A-2-1


     


    

 


STWD 2019-FL1, LTD.


STWD 2019-FL1,
LLC


 


CLASS A SENIOR


SECURED FLOATING RATE NOTE DUE 2038


 


	No. IAI - ___	 
	CUSIP No. 78485WAB5	U.S.$[__]
	ISIN: US78485WAB54	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to [_______] or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring in July 2038 (the “Stated
Maturity Date”), to the extent not previously paid, in accordance with the Indenture referred to below unless the unpaid
principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise
and (b) the Class A Interest Distribution Amount allocable to this Note in accordance with the Indenture payable initially
on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th day of each month or, if such day
is not a Business Day, then on the preceding Business Day (each, a “Payment Date”). Interest on the Class A
Notes shall accrue at the Class A Rate and shall be computed on the basis of the actual number of days in the related Interest
Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class A-S Notes, the Class B
Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the
Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares. So
long as any Class A Notes are Outstanding, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class
D Notes, the Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes,
the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares will receive payments only in accordance with
the Priority of Payments. The principal of this Note shall be due and payable no later than the Stated Maturity Date unless the
unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or
otherwise.


 






    Exh. A-2-2


     


    

 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class A Senior Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer (the “Class A
Notes”), limited in aggregate principal amount to U.S.$577,500,000 issued under an indenture dated as of August 15, 2019
(the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent,
Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor trustee permitted under the
Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator (in such capacity and,
together with any successor note administrator permitted under the Indenture, the “Note Administrator”), and
as custodian. Also authorized under the Indenture are (a) up to U.S.$141,625,000 Class A-S Second Priority Secured Floating
Rate Notes Due 2038 (the “Class A-S Notes”), (b) up to U.S.$66,000,000 Class B Third Priority Secured
Floating Rate Notes Due 2038 (the “Class B Notes”), (c) up to U.S.$79,750,000 Class C Fourth Priority Secured
Floating Rate Notes Due 2038 (the “Class C Notes”), (d) up to U.S.$59,125,000 Class D Fifth Priority Secured
Floating Rate Notes Due 2038 (the “Class D Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority Secured
Floating Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh Priority
Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G Eighth
Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the Class
E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the “Notes”).







 


 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.






 






    Exh. A-2-3


     


    

 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class A Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event if the Tax
Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 














    Exh. A-2-4


     


    

 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class A Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 





Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 






    Exh. A-2-5


     


    

 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 






    Exh. A-2-6


     


    

 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. A-2-7


     


    

 


IN
WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.


 


Dated
as of August 15, 2019


 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  






    Exh. A-2-8


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION,
	 	as Authenticating Agent
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 






    Exh. A-2-9


     


    

 


ASSIGNMENT FORM


  


	For value received	 	 




 


hereby sell, assign
and transfer unto


 





		 	 





 


		 	 









Please insert social
security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does hereby irrevocably
constitute and appoint ____________________Attorney to transfer the Note on the books of the Issuer with full power of substitution
in the premises.


 


	Date:	 	Your Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)







 



    Exh. A-2-10


     


    




 


EXHIBIT B-1


 


FORM OF CLASS A-S
SECOND PRIORITY SECURED FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. B-1-1


     


    

 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 






	1	For Regulation S Global Note.




 






    Exh. B-1-2


     


    

 


STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS A-S SECOND PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] -____	Up to
	CUSIP No. [G85412AB3]2
    [78485WAC3]3	U.S.$141,625,000
	ISIN: [USG85412AB36]2 [US78485WAC38]3	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of up to U.S.$141,625,000, or such other principal sum as is equal to the
aggregate principal amount of the Class A-S Notes identified from time to time on the records of the Note Administrator and
Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Note, on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class A-S Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class A-S Notes shall accrue at the Class A-S Rate and shall be computed on the basis of the actual number
of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class B Notes, the Class C Notes,
the Class D Notes, the Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class
F-X Notes, the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture,
the payment of principal of this Note is subordinate to the payments of principal of and interest on the Class A Notes and
no payments of principal on the Class A-S Notes will be made until the Class A Notes are paid in full. The principal
of this Note shall be due and payable no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due
and payable at an earlier date by declaration of acceleration, call for redemption or otherwise; provided, however,
that, except as set forth in the Indenture, the payment of principal of this Note may only occur after principal on the
Class A Notes has been paid in full and is subordinated to the payment on each Payment Date of the principal and interest
due and payable on the Class A Notes and other amounts in accordance with the Priority of Payments, all in accordance with
the Indenture.


 





 



	2	For Regulation S Global Note.



 


		3	For Rule 144A Global Note.




 






    Exh. B-1-3


     


    

 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class A-S Second Priority Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer
(the “Class A-S Notes”), limited in aggregate principal amount to U.S.$141,625,000 issued under an indenture
dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating Rate
Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$66,000,000 Class B Third Priority Secured Floating
Rate Notes Due 2038 (the “Class B Notes”), (c) up to U.S.$79,750,000 Class C Fourth Priority Secured Floating
Rate Notes Due 2038 (the “Class C Notes”), (d) up to U.S.$59,125,000 Class D Fifth Priority Secured Floating
Rate Notes Due 2038 (the “Class D Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority Secured Floating
Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh Priority Floating
Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G Eighth Priority
Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the Class E-X Notes,
the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the “Notes”).


  





 






	*	At any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for
proportionate interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class
E-X Notes”) and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes
(the “Class F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and
(iii) the Class G Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”)
and the Class G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall
only be exchangeable for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange
are owned by a wholly-owned subsidiary of Starwood Property Trust, Inc.




  






    Exh. B-1-4


     


    

 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class A-S Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 









    Exh. B-1-5


     


    

 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class A-S Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 






    Exh. B-1-6


     


    

 



 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 



    Exh. B-1-7


     


    

 


This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. B-1-8


     


    

 


IN WITNESS WHEREOF, the Co-Issuers have
caused this Note to be duly executed.


 


Dated as of August
15, 2019


 


	 	STWD 2019-FL1, LTD., as Issuer




 


 


		By:	

                                                                                            

	 	 	Name:
	 	 	Title:



 


 


	 	STWD 2019-FL1, LLC, as Co-Issuer




 


 


		By:	

	 	 	Name:
	 	 	Title:



 



    Exh. B-1-9


     


    




 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    
	 	as Authenticating Agent



 


 



		By:	
		Name:	
		Title:	



 



    Exh. B-1-10


     


    










 


ASSIGNMENT FORM


 





	For value received	 	 




 


hereby sell, assign and
transfer unto


 


		 	 



 


		 	 






Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 




 


  


 


 





 


 





 


 



 the
within Note and does hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books
of the Issuer with full power of substitution in the premises.


 


	Date:	 	Your Signature:  	 
		 	 	(Sign exactly as your
name appears on this Note)





 



    Exh. B-1-11


     


    




 





SCHEDULE A


 


EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[141,625,000]4
 [0]5 on the Closing
Date. The following exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 


	Date of Exchange	 	Amount of

                                                                                Decrease in

                                                                                Principal

                                                                                Amount of this

                                                                                Global Note
	 	Amount of

                                                                                Increase in

                                                                                Principal

                                                                                Amount of this

                                                                                Global Note
	 	Principal

                                                                                                                              Amount
of this

                                                                                Global Note

                                                                                following such

                                                                                decrease (or

                                                                                increase)
	 	Signature of

                                                                                authorized

                                                                                officer of Note

                                                                                Administrator or

                                                                                securities

                                                                                Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 













 


 









		4	Rule 144A Global Note.



 


		5	Regulation S Global Note.



  














    Exh. B-1-12


     


    

 


EXHIBIT B-2


 


FORM OF CLASS A-S SECOND
PRIORITY SECURED FLOATING RATE NOTE DUE 2038 DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. B-2-1


     


    

 


STWD 2019-FL1, LTD.


STWD 2019-FL1, LLC


 


CLASS A-S SECOND PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 
	CUSIP No. 78485WAD1	U.S.$[__]
	ISIN: US78485WAD11	








 


 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to [_______] or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring in July 2038 (the “Stated
Maturity Date”), to the extent not previously paid, in accordance with the Indenture referred to below unless the unpaid
principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise
and (b) the Class A-S Interest Distribution Amount allocable to this Note in accordance with the Indenture payable initially
on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th day of each month or, if such day
is not a Business Day, then on the preceding Business Day (each, a “Payment Date”). Interest on the Class A-S
Notes shall accrue at the Class A-S Rate and shall be computed on the basis of the actual number of days in the related Interest
Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for
such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class B Notes, the Class C Notes,
the Class D Notes, the Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class
F-X Notes, the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture,
the payment of principal of this Note is subordinate to the payments of principal of and interest on the Class A Notes and
no payments of principal on the Class A-S Notes will be made until the Class A Notes are paid in full. The principal
of this Note shall be due and payable no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due
and payable at an earlier date by declaration of acceleration, call for redemption or otherwise; provided, however,
that, except as set forth in the Indenture, the payment of principal of this Note may only occur after principal on the
Class A Notes has been paid in full and is subordinated to the payment on each Payment Date of the principal and interest
due and payable on the Class A Notes and other amounts in accordance with the Priority of Payments, all in accordance with
the Indenture.


 



    Exh. B-2-2


     


    

 





Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class A-S Second Priority Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer
(the “Class A-S Notes”), limited in aggregate principal amount to U.S.$141,625,000 issued under an indenture
dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating Rate
Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$66,000,000 Class B Third Priority Secured Floating
Rate Notes Due 2038 (the “Class B Notes”), (c) up to U.S.$79,750,000 Class C Fourth Priority Secured Floating
Rate Notes Due 2038 (the “Class C Notes”), (d) up to U.S.$59,125,000 Class D Fifth Priority Secured Floating
Rate Notes Due 2038 (the “Class D Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority Secured Floating
Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh Priority Floating
Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G Eighth Priority
Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the Class E-X Notes,
the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the “Notes”).


 





 






		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



  



    Exh. B-2-3


     


    

 





Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class A-S Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 






    Exh. B-2-4


     


    









 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class A-S Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 



    Exh. B-2-5


     


    




 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 



    Exh. B-2-6


     


    




 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. B-2-7


     


    




 


IN WITNESS WHEREOF,
the Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


 


	 	STWD 2019-FL1, LTD., as Issuer




 


 


	 	By:	 
	 	 	Name:
	 	 	Title:



 


 


	 	STWD 2019-FL1, LLC, as Co-Issuer




 


 


			
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Exh. B-2-8


     


    




 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                                                     as Authenticating Agent




 


 


	 	By:	 
	 	Name:	 
	 	Title:	 




 



    Exh. B-2-9


     


    




 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 


	 	 



 





	 	 



Please insert
social security or


other identifying number
of assignee





 


Please print or type name

and address, including zip code,

of assignee:


 


 


  


 


  


 


  


 









 





the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 





	Date:	Your
                                         Signature:  	 
	 	 	(Sign exactly as your
name appears on this Note)







 






    Exh. B-2-10


     


    

 


EXHIBIT C-1


 


FORM OF CLASS B THIRD
PRIORITY SECURED FLOATING RATE NOTE DUE 2038


[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. C-1-1


     


    




 


ANY TRANSFER,
PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
& CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(“DTC”), NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 


 









		1	For Regulation S Global Note.



 








    Exh. C-1-2


     


    





 


STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS B THIRD PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] - ____	 	Up to
	CUSIP No. [G85412AC1]2
    [78485WAE9]3	 	U.S.$66,000,000
	ISIN: [USG85412AC19]2 [US78485WAE93]3	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of up to U.S.$66,000,000, or such other principal sum as is equal to the
aggregate principal amount of the Class B Notes identified from time to time on the records of the Note Administrator and
Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Note, on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class B Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class B Notes shall accrue at the Class B Rate and shall be computed on the basis of the actual number
of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class C Notes, the Class D Notes, the
Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class
G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment
of principal of this Note is subordinate to the payments of principal of and interest on the Class A Notes and the Class A-S
Notes and no payments of principal on the Class B Notes will be made until the Class A Notes and the Class A-S
Notes are paid in full. The principal of this Note shall be due and payable no later than the Stated Maturity Date unless the
unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or
otherwise; provided, however, that, except as set forth in the Indenture, the payment of principal of this
Note may only occur after principal on the Class A Notes and the Class A-S Notes has been paid in full and is subordinated
to the payment on each Payment Date of the principal and interest due and payable on the Class A Notes and the Class A-S
Notes and other amounts in accordance with the Priority of Payments, all in accordance with the Indenture. 


 





 














		2	For Regulation S Global Note.



 


		3	For Rule 144A Global Note.



 



    Exh. C-1-3


     


    

 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class B Third Priority Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer (the
“Class B Notes”), limited in aggregate principal amount to U.S.$66,000,000 issued under an indenture dated
as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating Rate
Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$79,750,000 Class C Fourth Priority
Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (d) up to U.S.$59,125,000 Class D Fifth Priority
Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh
Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G
Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the
“Notes”).


 








 











		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



  



    Exh. C-1-4


     


    

 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class B Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 






    Exh. C-1-5


     


    

 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class B Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 



    Exh. C-1-6


     


    

 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 



    Exh. C-1-7


     


    

 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. C-1-8


     


    

 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019





 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 
	 	 
		By:	 
		 	Name:
		 	Title:






 





 


	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 
	 	 
		By:	 
		 	Name:
		 	Title:






 



    Exh. C-1-9


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.





 


	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION,

as Authenticating Agent

	 	 
	 	 
		By:	 
		Name:
		Title:




 



    Exh. C-1-10


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and transfer unto


 


		 	 




 


		 	 



Please insert
social security or


other identifying number of assignee


 


Please print or type name


and address, including zip code,


of assignee:


 


 


 


 


 


 


 


 





 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	Your Signature:  	
		(Sign exactly as your name appears on this Note)




 



    Exh. C-1-11


     


    

 


SCHEDULE A



EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[66,000,000]4
[0]5 on the Closing Date. The following
exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 


	Date of Exchange	 	Amount of 
Decrease in 
Principal 
Amount of this 
Global Note	 	Amount of 
Increase in 
Principal 
Amount of this 
Global Note	 	Principal 
Amount of this 
Global Note 
following such 
decrease (or 
increase)	 	Signature of 
authorized 
officer of Note 
Administrator or 
securities 
Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 





 






		4	Rule 144A Global Note



 


		5	Regulation S Global Note.



 






    Exh. C-1-12


     


    







 


EXHIBIT C-2


 


FORM OF CLASS B THIRD
PRIORITY SECURED FLOATING RATE NOTE DUE 2038


DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. C-2-1


     


    

 





STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS B THIRD PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 	 
	CUSIP No. 78485WAF6	 	U.S.$[__]
	ISIN: US78485WAF68	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to [_______] or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring in July 2038 (the “Stated
Maturity Date”), to the extent not previously paid, in accordance with the Indenture referred to below unless the unpaid
principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise
and (b) the Class B Interest Distribution Amount allocable to this Note in accordance with the Indenture payable initially
on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th day of each month or, if such day
is not a Business Day, then on the preceding Business Day (each, a “Payment Date”). Interest on the Class B
Notes shall accrue at the Class B Rate and shall be computed on the basis of the actual number of days in the related Interest
Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class C Notes, the Class D Notes, the
Class E Notes, the Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class
G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment of
principal of this Note is subordinate to the payments of principal of and interest on the Class A Notes and the Class A-S
Notes and no payments of principal on the Class B Notes will be made until the Class A Notes and the Class A-S Notes
are paid in full. The principal of this Note shall be due and payable no later than the Stated Maturity Date unless the unpaid
principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise;
provided, however, that, except as set forth in the Indenture, the payment of principal of this Note may only
occur after principal on the Class A Notes and the Class A-S Notes has been paid in full and is subordinated to the payment
on each Payment Date of the principal and interest due and payable on the Class A Notes and the Class A-S Notes and other
amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 



    Exh. C-2-2


     


    

 





Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class B Third Priority Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer (the
“Class B Notes”), limited in aggregate principal amount to U.S.$66,000,000 issued under an indenture dated
as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating Rate
Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$79,750,000 Class C Fourth Priority
Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (d) up to U.S.$59,125,000 Class D Fifth Priority
Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh
Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G
Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the
“Notes”).


  


 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



  



    Exh. C-2-3


     


    

 





Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class B Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 






    Exh. C-2-4


     


    






  


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class B Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 



    Exh. C-2-5


     


    

 





In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 



    Exh. C-2-6


     


    

 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. C-2-7


     


    

 


IN WITNESS WHEREOF, the Co-Issuers have
caused this Note to be duly executed.


 


Dated as of August 15,
2019





 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 
	 	 
		By:	 
			Name:
			Title:






 





 


	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 
	 	 
		By:	 
		 	Name:
		 	Title:






  



    Exh. C-2-8


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.





 


	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION,

as Authenticating Agent

	 	 
		By:	 
		Name:	 
		Title:	 




 



    Exh. C-2-9


     


    

 


ASSIGNMENT FORM





 


	For value received	 	 




 


hereby sell, assign and transfer unto


 


		 	 




 


		 	 



Please insert
social security or


other identifying number of assignee


 


Please print or type name


and address, including zip code, 

of assignee:


 


 


 


 


 


 


 


 





 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	Your Signature:  	
		(Sign exactly as your name appears on this Note)




  



    Exh. C-2-10


     


    





 


EXHIBIT D-1


 


FORM OF CLASS C FOURTH
PRIORITY SECURED FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. D-1-1


     


    




 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 


 






		1	For
Regulation S Global Note.



 








    Exh. D-1-2


     


    




 


STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS C FOURTH PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] -____	 	Up to
	CUSIP No. [G85412AD9]2
    [78485WAG4]3	 	U.S.$79,750,000
	ISIN: [USG85412AD91]2 [US78485WAG42]3	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of up to U.S.$79,750,000, or such other principal sum as is equal to the
aggregate principal amount of the Class C Notes identified from time to time on the records of the Note Administrator and
Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Note, on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class C Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class C Notes shall accrue at the Class C Rate and shall be computed on the basis of the actual number
of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class D Notes, the Class E Notes, the
Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class
G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this
Note is subordinate to the payments of principal of and interest on the Class A Notes, the Class A-S Notes and the Class B
Notes and no payments of principal on the Class C Notes will be made until the Class A Notes, the Class A-S Notes
and the Class B Notes are paid in full. The principal of this Note shall be due and payable no later than the Stated Maturity Date
unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption
or otherwise; provided, however, that, except as set forth in the Indenture, the payment of principal of this
Note may only occur after principal on the Class A Notes, the Class A-S Notes and the Class B Notes has been paid in
full and is subordinated to the payment on each Payment Date of the principal and interest due and payable on the Class A
Notes, the Class A-S Notes and the Class B Notes and other amounts in accordance with the Priority of Payments, all in accordance
with the Indenture.


 


 









		2	For Regulation S Global Note.



 


		3	For
Rule 144A Global Note.








 








    Exh. D-1-3


     


    




 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class C Fourth Priority Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer (the
“Class C Notes”), limited in aggregate principal amount to U.S.$79,750,000 issued under an indenture dated
as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating Rate
Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000 Class B Third Priority
Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$59,125,000 Class D Fifth Priority
Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh
Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G
Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the
“Notes”).


 





 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.










 








    Exh. D-1-4


     


    




 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class C Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 











    Exh. D-1-5


     


    




 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class C Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 









    Exh. D-1-6


     


    




 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 








    Exh. D-1-7


     


    




 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 








    Exh. D-1-8


     


    




 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


 


		STWD 2019-FL1, LTD., as Issuer
	 	 
	 	 
		By:	 
		 	Name:
		 	Title:






 


 


		STWD 2019-FL1, LLC, as Co-Issuer
	 	 
	 	 
		By:	 
			Name:
			Title:






 








    Exh. D-1-9


     


    




 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Authenticating Agent

                                                                     

	 	 
	 	 
		By:	 
	 	Name:	
		Title:	







 








    Exh. D-1-10


     


    




 


ASSIGNMENT FORM


 


	For value received	 	 







 


hereby sell, assign and transfer unto





	 	 
	 	 
	 	 
	 	 





Please insert social security or


other identifying number of assignee





 


Please print or type name


and address, including zip code,


of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	 	Your Signature:  	
		 	 	(Sign exactly as your name appears on this Note)










 



    Exh. D-1-11


     


    




 


SCHEDULE A


 


EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[79,750,000]4
[0]5 on the Closing Date. The following
exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 


	Date of Exchange	 	Amount of 

Decrease in 

Principal

 Amount of this 

Global Note	 	Amount of 

Increase in 

Principal 

Amount of this 

Global Note	 	Principal 

Amount of this 

Global Note 

following such 

decrease (or 

increase)	 	Signature of

 authorized 

officer of Note 

Administrator or 

securities 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 


 









		4	Rule 144A Global Note



 


		5	Regulation S Global Note.



 








    Exh. D-1-12


     


    




 


EXHIBIT D-2


 


FORM OF CLASS C FOURTH
PRIORITY SECURED FLOATING RATE NOTE DUE 2038


DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 








    Exh. D-2-1


     


    







 


STWD 2019-FL1, LTD.


STWD 2019-FL1, LLC


 


CLASS C FOURTH PRIORITY


SECURED FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 	 	 	 
	CUSIP No. 78485WAH2	 	 	U.S.$[__]	 
	ISIN: US78485WAH25	 	 	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to [_______] or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring in July 2038 (the “Stated
Maturity Date”), to the extent not previously paid, in accordance with the Indenture referred to below unless the unpaid
principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise
and (b) the Class C Interest Distribution Amount allocable to this Note in accordance with the Indenture payable initially
on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th day of each month or, if such day
is not a Business Day, then on the preceding Business Day (each, a “Payment Date”). Interest on the Class C
Notes shall accrue at the Class C Rate and shall be computed on the basis of the actual number of days in the related Interest
Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class D Notes, the Class E Notes, the
Class E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class
G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this
Note is subordinate to the payments of principal of and interest on the Class A Notes, the Class A-S Notes and the Class
B Notes and no payments of principal on the Class C Notes will be made until the Class A Notes, the Class A-S Notes and
the Class B Notes are paid in full. The principal of this Note shall be due and payable no later than the Stated Maturity
Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for
redemption or otherwise; provided, however, that, except as set forth in the Indenture, the payment of principal
of this Note may only occur after principal on the Class A Notes, the Class A-S Notes and the Class B has been paid in
full and is subordinated to the payment on each Payment Date of the principal and interest due and payable on the Class A
Notes, the Class A-S Notes and the Class B Notes and other amounts in accordance with the Priority of Payments, all in accordance
with the Indenture.


 



    Exh. D-2-2


     


    




 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class C Fourth Priority Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer (the
“Class C Notes”), limited in aggregate principal amount to U.S.$79,750,000 issued under an indenture dated
as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating Rate
Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000 Class B Third Priority
Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$59,125,000 Class D Fifth Priority
Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh
Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G
Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the
“Notes”).


 


 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



  



    Exh. D-2-3


     


    




 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class C Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 






    Exh. D-2-4


     


    

 





Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class C Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 



    Exh. D-2-5


     


    

 





In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 



    Exh. D-2-6


     


    

 





This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. D-2-7


     


    




 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


	 
		STWD 2019-FL1, LTD., as Issuer
	 
	 
		By:	 
		 	Name:
		 	Title:




 


 


		STWD 2019-FL1, LLC, as Co-Issuer
	 
	 
		By:	 
		 	Name:
		 	Title:






 






    Exh. D-2-8


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	

                                                                     
	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Authenticating Agent

	 	 
	 	 
		By:	 
	 	Name:	 
		Title:	 
	




 



    Exh. D-2-9


     


    




 


ASSIGNMENT FORM





 


	For value received	 	 







 


hereby sell, assign and transfer unto





	 

                                                                                 
	 
	 

                                                                                 
	 





Please insert social security or


other identifying number of assignee





 


Please print or type name


and address, including zip code,


of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	 	Your Signature:  	
		 	 	(Sign exactly as your name appears on this Note)





 






    Exh. D-2-10


     


    







 


 



 


EXHIBIT E-1


 


FORM OF CLASS D FIFTH
PRIORITY SECURED FLOATING RATE NOTE DUE 2038


[REGULATION S]
[RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. E-1-1


     


    

 





ANY TRANSFER,
PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
& CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(“DTC”), NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 






		1	For
Regulation S Global Note.



 








    Exh. E-1-2


     


    

 





STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS D FIFTH PRIORITY
SECURED FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] - ____	 	Up to
	CUSIP No. [G85412AE7]2
    [78485WAJ8]3	 	U.S.$59,125,000
	ISIN: [USG85412AE74]2 [US78485WAJ80]3	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of up to U.S.$59,125,000, or such other principal sum as is equal to the
aggregate principal amount of the Class D Notes identified from time to time on the records of the Note Administrator and
Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Note, on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class D Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class D Notes shall accrue at the Class D Rate and shall be computed on the basis of the actual number
of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 





 









		2	For Regulation S Global Note.



 


		3	For
                                         Rule 144A Global Note.








 











    Exh. E-1-3


     


    

 





The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class E Notes, the Class E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the Class
G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate
to the payments of principal of and interest on the Class A Notes, the Class A-S Notes, the Class B Notes and the Class
C Notes and no payments of principal on the Class D Notes will be made until the Class A Notes, the Class A-S Notes,
the Class B Notes and the Class C Notes are paid in full. The principal of this Note shall be due and payable no later than the
Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise; provided, however, that, except as set forth in the Indenture, the payment
of principal of this Note may only occur after principal on the Class A Notes, the Class A-S Notes, the Class B Notes
and the Class C Notes has been paid in full and is subordinated to the payment on each Payment Date of the principal and interest
due and payable on the Class A Notes, the Class A-S Notes, the Class B Notes and the Class C Notes and other amounts
in accordance with the Priority of Payments, all in accordance with the Indenture.


 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 











    Exh. E-1-4


     


    

  


This Note is one of
a duly authorized issue of Class D Fifth Priority Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer (the
“Class D Notes”), limited in aggregate principal amount to U.S.$59,125,000 issued under an indenture dated
as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating
Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000 Class B Third Priority
Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000 Class C Fourth Priority
Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh
Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G
Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the
“Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class D Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 





 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 











    Exh. E-1-5


     


    

  


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class D Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 











    Exh. E-1-6


     


    

  


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 











    Exh. E-1-7


     


    

  


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy. 


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. E-1-8


     


    

 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


 


		STWD 2019-FL1, LTD., as Issuer
	 	 
	 	 
		By:	 
			Name:
			Title:






 


 


		STWD 2019-FL1, LLC, as Co-Issuer
	 	 
	 	 
		By:	 
			Name:
			Title:






 






    Exh. E-1-9


     


    

 





CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


		WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Authenticating Agent
	 	 
		By:	 
	 	Name:	 
		Title:	 









 



    Exh. E-1-10


     


    

 








ASSIGNMENT FORM


 


	For value received	 	 







 


hereby sell, assign and transfer unto


 





		 	 






 


		 	 



Please insert social
security or


other identifying number of assignee


 


Please print or type name


and address,
including zip code,


of assignee:





 


 


 





 


 


 


 


 





 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	 	Your
    Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)




 



    Exh. E-1-11


     


    

 





SCHEDULE A


EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[59,125,000]4
[0]5 on the Closing Date. The following
exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 





	Date of Exchange	 	Amount of 

Decrease in 

Principal

 Amount of this 

Global Note	 	Amount of 

Increase in 

Principal 

Amount of this 

Global Note	 	Principal 

Amount of this 

Global Note 

following such 

decrease (or 

increase)	 	Signature of

 authorized 

officer of Note 

Administrator or 

securities 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 


 






		4	Rule 144A Global Note



 


		5	Regulation S
Global Note.








 









    Exh. E-1-12


     


    

 


EXHIBIT E-2


 


FORM OF CLASS D FIFTH
PRIORITY SECURED FLOATING RATE NOTE DUE 2038 

DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. E-2-1


     


    







 


STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS D FIFTH PRIORITY
SECURED

FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 	 	 
	CUSIP No. 78485WAK5	 	 	U.S.$[__]
	ISIN: US78485WAK53	 	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to [_______] or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring in July 2038 (the “Stated
Maturity Date”), to the extent not previously paid, in accordance with the Indenture referred to below unless the unpaid
principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise
and (b) the Class D Interest Distribution Amount allocable to this Note in accordance with the Indenture payable initially
on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th day of each month or, if such day
is not a Business Day, then on the preceding Business Day (each, a “Payment Date”). Interest on the Class D
Notes shall accrue at the Class D Rate and shall be computed on the basis of the actual number of days in the related Interest
Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class E Notes, the Class E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the Class
G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate
to the payments of principal of and interest on the Class A Notes, the Class A-S Notes, the Class B Notes and the Class
C Notes and no payments of principal on the Class D Notes will be made until the Class A Notes, the Class A-S Notes,
the Class B Notes and the Class C Notes are paid in full. The principal of this Note shall be due and payable no later than
the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of
acceleration, call for redemption or otherwise; provided, however, that, except as set forth in the Indenture,
the payment of principal of this Note may only occur after principal on the Class A Notes, the Class A-S Notes, the Class
B Notes and the Class C Notes have been paid in full and is subordinated to the payment on each Payment Date of the principal and
interest due and payable on the Class A Notes, the Class A-S Notes, the Class B Notes and the Class C Notes, and other
amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 






    Exh. E-2-2


     


    




 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 



    Exh. E-2-3


     


    

 


This Note is one of
a duly authorized issue of Class D Fifth Priority Secured Floating Rate Notes Due 2038, of the Issuer and the Co-Issuer (the
“Class D Notes”), limited in aggregate principal amount to U.S.$59,125,000 issued under an indenture dated
as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating
Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000 Class B Third Priority
Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000 Class C Fourth Priority
Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (f) up to U.S.$53,625,000 Class F Seventh
Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000 Class G
Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the
“Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class D Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 





 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 














    Exh. E-2-4


     


    

 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class D Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 



    Exh. E-2-5


     


    

 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 






    Exh. E-2-6


     


    

  


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. E-2-7


     


    

 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


	 	 
		STWD 2019-FL1, LTD., as Issuer
	 	 
	 	 
		By:	 
			Name:
			Title:




 


 


		STWD 2019-FL1, LLC, as Co-Issuer
	 	 
	 	 
		By:	 
			Name:
			Title:






 






    Exh. E-2-8


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	

                                                                     
	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, 

as Authenticating Agent
	 	 
	 	 
		By:	 
	 	Name:	 
		Title:	 






 



    Exh. E-2-9


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 







 


hereby sell, assign and transfer unto


 





		 	 






 


		 	 






Please insert
social security or


other identifying number of assignee


 


Please print or type name


and address,
including zip code,


of assignee:





 


 


 





 


 


 


 


 





 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	 	Your
    Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)




 













    Exh. E-2-10


     


    

 



 


EXHIBIT F-1


 


FORM OF CLASS E SIXTH
PRIORITY SECURED FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. F-1-1


     


    


 


ANY TRANSFER,
PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
& CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(“DTC”), NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1





 


 







		1	For
Regulation S Global Note.



 









    Exh. F-1-2


    


    










 


STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS E SIXTH PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] -____	 	Up to
	CUSIP No. [G85412AF4]2
    [78485WAL3]3	 	U.S.$12,375,000
	ISIN: [USG85412AF40]2 [US78485WAL37]3	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of up to U.S.$12,375,000, or such other principal sum as is equal to the
aggregate principal amount of the Class E Notes identified from time to time on the records of the Note Administrator and
Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Note, on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class E Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class E Notes shall accrue at the Class E Rate and shall be computed on the basis of the actual number
of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class E-E Notes and
the Class E-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest
on, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the Class G-X Notes and
the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate to the payments
of principal of and interest on the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the
Class D Notes and no payments of principal on the Class E Notes will be made until the Class A Notes, the Class A-S
Notes, the Class B Notes, the Class C Notes and the Class D Notes are paid in full. The principal of this Note shall be due and
payable no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date
by declaration of acceleration, call for redemption or otherwise; provided, however, that, except as set forth
in the Indenture, the payment of principal of this Note may only occur after principal on the Class A Notes, the Class A-S
Notes, the Class B Notes, the Class C Notes and the Class D Notes has been paid in full and is subordinated to the payment
on each Payment Date of the principal and interest due and payable on the Class A Notes, the Class A-S Notes, the Class B
Notes, the Class C Notes and the Class D Notes and other amounts in accordance with the Priority of Payments, all in accordance
with the Indenture.


 





 






	2	For Regulation S Global Note.
	 	 





		3	For
Rule 144A lobal Note.



 








    Exh. F-1-3


     


    





 





Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class E Sixth Priority Secured Floating Rate Notes Due 2038*, of the Issuer and the
Co-Issuer (the “Class E Notes”), limited in aggregate principal amount to U.S.$12,375,000 issued under
an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood
Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together
with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association,
as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture, the
“Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A
Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class
A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 








 











		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned
subsidiary of Starwood Property Trust, Inc.





 



    Exh. F-1-4


     


    







 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class E Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 









    Exh. F-1-5


     


    





 





Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 










Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class E Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 



    Exh. F-1-6


     


    





 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include “plan assets”
by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing,
a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred
Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in a non-exempt violation of Similar
Law.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 






    Exh. F-1-7


     


    


 





No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.





 



    Exh. F-1-8


     


    




 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





 


	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exh. F-1-9


     


    


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	



 













    Exh. F-1-10


     


    





 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 


	 	 
	 	 
	 	 






Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 







the within Note and does hereby irrevocably constitute and appoint ____________________
Attorney to transfer the Note on the books of the Issuer with full power of substitution in the premises.


 


	Date:	Your Signature:  	 
	 	 	(Sign exactly as your name appears on this Note)




 



    Exh. F-1-11


     


    




 


SCHEDULE A

EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[12,375,000]4
[0]5 on the Closing Date.
The following exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 


	Date of Exchange	 	Amount of 
Decrease in 
Principal 

Amount of this

 Global Note	 	Amount of 
Increase in 
Principal 
Amount of this 
Global Note	 	Principal 
Amount of this 
Global Note 
following such 
decrease (or 

increase)	 	Signature of 
authorized 
officer of Note Administrator or 
securities

 Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 


 






	4	Rule 144A Global Note
	 	 
	5	Regulation S Global Note.



 






    Exh. F-1-12


     


    





 


 


EXHIBIT
F-2


 


FORM
OF CLASS E SIXTH PRIORITY SECURED FLOATING RATE NOTE DUE 2038 

DEFINITIVE NOTE


 


THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE
CO-ISSUER HAS BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A
PERSON THAT IS BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE,
A QIB OR AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF
RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED
INVESTORS, AND (2) A QUALIFIED PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS
THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE;
OR (II) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904
(AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS
THEREOF), SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL
BE REQUIRED TO MAKE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO
THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR
, THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT
THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE
AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON
DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. F-2-1


     


    

  


STWD
2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS
E SIXTH PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. IAI
    - ____	 	 
	CUSIP
    No. 78485WAM1	 	U.S.$[__]
	ISIN: US78485WAM10	 	 




 


Each
of STWD 2019-FL1, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to [_______] or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring in July 2038 (the “Stated
Maturity Date”), to the extent not previously paid, in accordance with the Indenture referred to below unless the unpaid
principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise
and (b) the Class E Interest Distribution Amount allocable to this Note in accordance with the Indenture payable initially
on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th day of each month or, if such day
is not a Business Day, then on the preceding Business Day (each, a “Payment Date”). Interest on the Class E
Notes shall accrue at the Class E Rate and shall be computed on the basis of the actual number of days in the related Interest
Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for
such interest.


 


The
obligations of the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and
non-recourse obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer
as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral
Interests and such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be
extinguished, all in accordance with the Indenture.


 


The
payment of principal and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the
Class E-E Notes and the Class E-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any,
of, and interest on, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the
Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate
to the payments of principal of and interest on the Class A Notes, the Class A-S Notes, the Class B Notes, the Class
C Notes and the Class D Notes and no payments of principal on the Class E Notes will be made until the Class A Notes,
the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes are paid in full. The principal of this Note
shall be due and payable no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable
at an earlier date by declaration of acceleration, call for redemption or otherwise; provided, however, that,
except as set forth in the Indenture, the payment of principal of this Note may only occur after principal on the Class A
Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes has been paid in full and is subordinated
to the payment on each Payment Date of the principal and interest due and payable on the Class A Notes, the Class A-S
Notes, the Class B Notes, the Class C Notes and the Class D Notes and other amounts in accordance with the Priority of Payments,
all in accordance with the Indenture. 


 






    Exh. F-2-2


     


    

  


Payments
in respect of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee
or a Paying Agent, subject to any laws or regulations applicable thereto, 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
Trustee 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, as provided in the Indenture.


 


Interest
will cease to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding
the foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender
of this Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the
office of the Paying Agent.


 


The
Holder of this Note shall be treated as the owner hereof for all purposes.


 


Except
as specifically provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment
with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing
authority thereof or therein.


 


Unless
the certificate of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual
signature of one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


This
Note is one of a duly authorized issue of Class E Sixth Priority Secured Floating Rate Notes Due 2038*, of the
Issuer and the Co-Issuer (the “Class E Notes”), limited in aggregate principal amount to U.S.$12,375,000
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.
$66,000,000 Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (g) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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
E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class
G-X Notes, the “Notes”).


 











 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 






    Exh. F-2-3


     


    




 


Concurrently
with the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under
the Issuer’s memorandum and articles of association as part of its issued share capital.


 


Reference
is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the
Notes and the Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated
and delivered.


 


Payments
of principal of the Class E Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant
to Section 9.1(a) of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option
of and at the direction of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices
on any Payment Date on or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class
E-E Notes, if applicable, has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date;
provided that the funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant
to Section 9.1(b) of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole
but not in part, at the written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence
of a Tax Event, if the Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided
that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 









    Exh. F-2-4


     


    

  


Pursuant
to Section 9.1(c) of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole
but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period,
at the written direction of a Majority of Preferred Shareholders; provided, however, that the funds available to be used
for such redemption will be sufficient to pay the Total Redemption Price.


 


Notes
for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable
Redemption Date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant
to Section 9.5 of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as
of any Determination Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds
in accordance with the Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary,
for the Note Protection Tests to be satisfied.


 


If
an Event of Default shall occur and be continuing, the Class E Notes may become or be declared due and payable in the manner
and with the effect provided in the Indenture.


 


At
any time after 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 provided in the Indenture, a Majority of each Class of Offered Notes and
the E-E Notes, if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer,
the Co-Issuer and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in
the Indenture are satisfied.


 


The
Indenture may be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The
Notes will be issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual
amount).


 


The
principal of each Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes
due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The
term “Issuer” as used in this Note includes any successor-in-interest to the Issuer under the Indenture and
the term “Co-Issuer” as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each
purchaser and any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition
of this Note or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes. 


 






    Exh. F-2-5


     


    

  


In
connection with the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer,
the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective
affiliates is acting as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder
or beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice,
counsel or representations of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note
Administrator, the Trustee, or any of their respective affiliates, other than any statements in the final offering memorandum
relating to such Notes and any representations expressly set forth in a written agreement with such party; and (C) such Holder
or beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers
to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability
of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed
necessary and not upon any view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note
Administrator, the Trustee, or any of their respective affiliates.


 


Each
Holder, by its acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the
Note Administrator, the Trustee, the Collateral Manager and their counsel that either (A) no part of the funds being used
to pay the purchase price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility
provisions of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code
of 1986, as amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit
plan which is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or
Section 4975 of the Code (“Similar Law”), or any entity whose underlying assets are deemed to include
“plan assets” by reason of any such employee benefit plan’s or plan’s investment in the entity or otherwise
(any of the foregoing, a “Plan”), or (B) in the case of the Offered Notes, its acquisition, holding and disposition
of the Transferred Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code, or in the case of any Plan subject to Similar Law, will not constitute or result in
a non-exempt violation of Similar Law.


 


Title
to Notes shall pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No
right or remedy conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 


 






    Exh. F-2-6


     


    

 


This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.


 


THE
HOLDER OF THIS NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION
OR OTHER SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY
IN ANY APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD
THEN IN EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS
PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF. 


 






    Exh. F-2-7


     


    

 


IN
WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.


 


Dated
as of August 15, 2019





 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 










    Exh. F-2-8


     


    

 





CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Notes referred to in the within-mentioned Indenture.


 








	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	
		Title:	










  






    Exh. F-2-9


     


    







 


ASSIGNMENT
FORM


 


	For
    value received	 	 




 


hereby
sell, assign and transfer unto


 


	 	 
	 	 
	 	 



Please
insert social security or


other
identifying number of assignee


 





Please print
or type name

and address, including zip code,

of assignee:


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






 


the
within Note and does hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books
of the Issuer with full power of substitution in the premises.


 


	Date:	 	Your
                                     Signature:  	
		 	 	(Sign
                                         exactly as your name appears on this Note)





 






    Exh. F-2-10


     


    

 


EXHIBIT
F-3


 


FORM
OF CLASS E-E SIXTH PRIORITY SECURED FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE
CO-ISSUER HAS BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A
PERSON THAT IS BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE,
A QIB OR AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF
RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED
INVESTORS, AND (2) A QUALIFIED PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS
THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE;
OR (II) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904
(AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS
THEREOF), SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL
BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO
THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR
, THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT
THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET
FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE
VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 









    Exh. F-3-1


     


    

 


ANY
TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(“DTC”), NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.).


 


THIS
NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
THIS NOTE MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL
OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE
NOTE ADMINISTRATOR.


 


[AN
INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT) AT ANY TIME. IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 











		 1	For
                                         Regulation S Global Note.











 






    Exh. F-3-2


     


    

 


STWD
2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS
E-E SIXTH PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] -____	Up
                                         to
	CUSIP No. [G85412AG2]2 [78485WAN9]3	U.S.$[__________]
	ISIN: [USG85412AG23]2 [US78485WAN92]3	 



  


Each
of STWD 2019-FL1, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise
permitted by the Indenture referred to below), the principal sum of up to U.S.$[__________], or such other principal sum as is
equal to the aggregate principal amount of the Class E-E Notes identified from time to time on the records of the Note Administrator
and Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Note, on the Payment Date
occurring in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with
the Indenture referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration
of acceleration, call for redemption or otherwise and (b) the Class E-E Interest Distribution Amount allocable to this
Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business
Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment
Date”). Interest on the Class E-E Notes shall accrue at the interest rate for the Class E-E Notes determined at
the time of exchange of Class E Notes for proportionate interests in the Class E-E Note and Class E-X Notes and shall be computed
on the basis of the actual number of days in the related Interest Accrual Period divided by 360. The interest so payable on any
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the Record Date for such interest.


 


The
obligations of the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and
non-recourse obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer
as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral
Interests and such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be
extinguished, all in accordance with the Indenture.


 





 






		2	For Regulation S Global Note.



 


		3	For
                                         Rule 144A Global Note.








 









    Exh. F-3-3


     


    

 


The
payment of interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class E Notes
and the Class E-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest
on, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the Class G-X Notes and
the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate to the payments
of principal of and interest on the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the
Class D Notes and no payments of principal on the Class E-E Notes will be made until the Class A Notes, the Class A-S
Notes, the Class B Notes, the Class C Notes and the Class D Notes are paid in full. The principal of this Note shall be due and
payable no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier
date by declaration of acceleration, call for redemption or otherwise; provided, however, that, except as
set forth in the Indenture, the payment of principal of this Note may only occur after principal on the Class A Notes, the
Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes has been paid in full and is subordinated to
the payment on each Payment Date of the principal and interest due and payable on the Class A Notes, the Class A-S Notes,
the Class B Notes, the Class C Notes and the Class D Notes and other amounts in accordance with the Priority of Payments,
all in accordance with the Indenture.


 


Payments
in respect of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee
or a Paying Agent, subject to any laws or regulations applicable thereto, 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
Trustee 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, as provided in the Indenture.


 


Interest
will cease to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding
the foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender
of this Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the
office of the Paying Agent.


 


The
Holder of this Note shall be treated as the owner hereof for all purposes.


 


Except
as specifically provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment
with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing
authority thereof or therein.


 


Unless
the certificate of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual
signature of one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.










 










    Exh. F-3-4


     


    

 


This
Note is one of a duly authorized issue of Class E-E Sixth Priority Secured Floating Rate Notes Due 2038*, of the
Issuer and the Co-Issuer, issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among
the Issuer, the Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as
trustee (in such capacity and, together with any successor trustee permitted under the Indenture, the “Trustee”),
Wells Fargo Bank, National Association, as note administrator (in such capacity and, together with any successor note administrator
permitted under the Indenture, the “Note Administrator”), and as custodian. Also authorized under the Indenture are
(a) up to U.S.$577,500,000 Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”),
(b) up to U.S.$141,625,000 Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”),
(c) up to U.S.$66,000,000 Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”),
(d) up to U.S.$79,750,000 Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”),
(e) up to U.S.$59,125,000 Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”),
(f) up to U.S.$12,375,000 Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”),
(g) up to U.S.$53,625,000 Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”)
and (h) up to U.S.$33,000,000 Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes”
and, together with 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E
Notes and the Class G-X Notes, the “Notes”).


 


Concurrently
with the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under
the Issuer’s memorandum and articles of association as part of its issued share capital.


 


Reference
is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the
Notes and the Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated
and delivered.


 


Payments
of principal of the Class E-E Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant
to Section 9.1(a) of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option
of and at the direction of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices
on any Payment Date on or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class
E-E Notes, if applicable, has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date;
provided that the funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.





 





 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



 
















    Exh. F-3-5


     


    

  


Pursuant
to Section 9.1(b) of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole
but not in part, at the written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence
of a Tax Event, if the Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided
that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant
to Section 9.1(c) of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole
but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period,
at the written direction of a Majority of Preferred Shareholders; provided, however, that the funds available to be used
for such redemption will be sufficient to pay the Total Redemption Price.


 


Notes
for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable
Redemption Date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant
to Section 9.5 of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as
of any Determination Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds
in accordance with the Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary,
for the Note Protection Tests to be satisfied.


 


If
an Event of Default shall occur and be continuing, the Class E-E Notes may become or be declared due and payable in the manner
and with the effect provided in the Indenture.


 


At
any time after 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 provided in the Indenture, a Majority of each Class of Offered Notes and
the E-E Notes, if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer,
the Co-Issuer and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in
the Indenture are satisfied.


 


The
Indenture may be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The
Notes will be issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual
amount).


 


The
principal of each Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes
due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise. 


 






    Exh. F-3-6


     


    

  


The
term “Issuer” as used in this Note includes any successor-in-interest to the Issuer under the Indenture and
the term “Co-Issuer” as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each
purchaser and any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition
of this Note or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In
connection with the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer,
the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective
affiliates is acting as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder
or beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice,
counsel or representations of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note
Administrator, the Trustee, or any of their respective affiliates, other than any statements in the final offering memorandum
relating to such Notes and any representations expressly set forth in a written agreement with such party; and (C) such Holder
or beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers
to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability
of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed
necessary and not upon any view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note
Administrator, the Trustee, or any of their respective affiliates.


 


Each
Holder, by its acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the
Note Administrator, the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase
price for such Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions
of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”)) that is subject to Section 4975 of the Code or any other employee benefit plan which
is subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code, or any entity whose underlying assets are deemed to include “plan assets” by reason of any such employee
benefit plan’s or plan’s investment in the entity or otherwise.


 


Title
to Notes shall pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 









    Exh. F-3-7


     


    

  


No
right or remedy conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.


 


THE
HOLDER OF THIS NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION
OR OTHER SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY
IN ANY APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD
THEN IN EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS
PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF.


 









    Exh. F-3-8


     


    

 





IN
WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.


 


Dated
as of August 15, 2019





 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










    Exh. F-3-9


     


    

  


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Notes referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	






  






    Exh. F-3-10


     


    

 


ASSIGNMENT
FORM


 


	For
    value received	 	 




 


hereby
sell, assign and transfer unto


 


		 	 
	 	 	 
	 	 	 









Please insert
social security or

other identifying number of assignee


 


Please print
or type name

and address, including zip code,

of assignee:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 







 


the
within Note and does hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books
of the Issuer with full power of substitution in the premises.


 





	Date:	 	Your
                                     Signature:  	
		 	 	(Sign
                                         exactly as your name appears on this Note)

	 	 	 	 









    Exh. F-3-11


     


    

 


SCHEDULE
A

EXCHANGES IN GLOBAL NOTES


 


This
Note shall be issued in the original principal balance of U.S.$[0]4
[0]5 on the Closing Date. The following
exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 





	Date of Exchange	 	Amount of 

Decrease in 

Principal

 Amount of this 

Global Note	 	Amount of 

Increase in 

Principal 

Amount of this 

Global Note	 	Principal 

Amount of this 

Global Note 

following such 

decrease (or 

increase)	 	Signature of

 authorized 

officer of Note 

Administrator or 

securities 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 





 









		4	Rule 144A Global Note



 


		5	Regulation S Global Note.



 















    Exh. F-3-12


     


    

 


 






 


EXHIBIT F-4


 


FORM OF CLASS E-E SIXTH
PRIORITY SECURED FLOATING RATE NOTE DUE 2038 

DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. F-4-1


     


    

 


STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS E-E SIXTH PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 	 
	CUSIP No. [78485WAP4]	 	U.S.$[__]
	ISIN: [US78485WAP41]	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to [_______] or its registered assigns (a) upon presentation and surrender of this Note (except as otherwise permitted
by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring in July 2038 (the “Stated
Maturity Date”), to the extent not previously paid, in accordance with the Indenture referred to below unless the unpaid
principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise
and (b) the Class E-E Interest Distribution Amount allocable to this Note in accordance with the Indenture payable initially
on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th day of each month or, if such day
is not a Business Day, then on the preceding Business Day (each, a “Payment Date”). Interest on the Class E-E
Notes shall accrue at the interest rate for the Class E-E Notes determined at the time of exchange of Class E Notes for proportionate
interests in the Class E-E Note and Class E-X Notes and shall be computed on the basis of the actual number of days in the related
Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date
for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class E Notes and the Class E-X Notes.
The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on, the Class F Notes,
the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares.
Except as set forth in the Indenture, the payment of principal of this Note is subordinate to the payments of principal of and
interest on the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes and the Class D Notes and no
payments of principal on the Class E-E Notes will be made until the Class A Notes, the Class A-S Notes, the Class B
Notes, the Class C Notes and the Class D Notes are paid in full. The principal of this Note shall be due and payable no later than
the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of
acceleration, call for redemption or otherwise; provided, however, that, except as set forth in the Indenture,
the payment of principal of this Note may only occur after principal on the Class A Notes, the Class A-S Notes, the Class
B Notes, the Class C Notes and the Class D Notes has been paid in full and is subordinated to the payment on each Payment Date
of the principal and interest due and payable on the Class A Notes, the Class A-S Notes, the Class B Notes, the Class
C Notes and the Class D Notes and other amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 






    Exh. F-4-2


     


    

 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


  








    Exh. F-4-3


     


    

 


This Note is one of
a duly authorized issue of Class E-E Sixth Priority Secured Floating Rate Notes Due 2038*, of the Issuer and the
Co-Issuer, issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer,
the Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such
capacity and, together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo
Bank, National Association, as note administrator (in such capacity and, together with any successor note administrator permitted
under the Indenture, the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up
to U.S.$577,500,000 Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up
to U.S.$141,625,000 Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”),
(c) up to U.S.$66,000,000 Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”),
(d) up to U.S.$79,750,000 Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”),
(e) up to U.S.$59,125,000 Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”),
(f) up to U.S.$12,375,000 Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”),
(g) up to U.S.$53,625,000 Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”)
and (h) up to U.S.$33,000,000 Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes”
and, together with 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes
and the Class G-X Notes, the “Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class E-E Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.






 






    Exh. F-4-4


     


    

 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class E-E Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 






    Exh. F-4-5


     


    

 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such
Notes constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 






    Exh. F-4-6


     


    

 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. F-4-7


     


    

 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


 








	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


  





	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    Exh. F-4-8


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	





 












    Exh. F-4-9


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto





 


		 	 



 





			 


Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


  


	Date:	 	Your Signature:  	 
	 	 	 	(Sign exactly as your name appears on this Note)




 






    Exh. F-4-10


     


    

 


EXHIBIT F-5


 





FORM OF CLASS E-X
SIXTH PRIORITY SECURED FLOATING RATE NOTE DUE 2038


[REGULATION S]
[RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. F-5-1


     


    

 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 






		1	For
Regulation S Global Note.



 






    Exh. F-5-2


     


    

 


STWD 2019-FL1, LTD.

STWD 2019-FL1, LLC


 


CLASS E-X SIXTH PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] -____	 	Up to
	CUSIP No. [G85412AH0] 2[78485WAQ2]3	 	U.S.$[__________]
	ISIN: [USG85412AH06]2 [US78485WAQ24]3	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to CEDE & CO. or its registered assigns the Class E-X Interest Distribution Amount allocable to this Note
in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following
the 11th day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment
Date”). Interest on the Class E-X Notes shall accrue at the interest rate for the Class E-X Notes determined at
the time of exchange of Class E Notes for proportionate interests in the Class E-E Note and Class E-X Notes and shall be computed
on the basis of the actual number of days in the related Interest Accrual Period divided by 360. The interest so payable on any
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is pro rata with the payments of the interest on the Class E Notes and the Class E-E Notes. The payment of interest
on this Note is senior to the payments of interest on the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G
Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares.


 


Payments in respect
of interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying Agent, subject
to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 










 









		2	For Regulation S Global Note.



 


		3	For Rule 144A Global Note.



 











    Exh. F-5-3


     


    

 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such part, from the date of repayment or the Payment Date occurring
in July 2038 (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.


 


Notwithstanding the
foregoing, the final payment of interest due on this Note shall be made only upon presentation and surrender of this Note (except
as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of the Paying
Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class E-X Sixth Priority Secured Floating Rate Notes Due 2038*, of the Issuer and the
Co-Issuer, issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer,
the Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such
capacity and, together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo
Bank, National Association, as note administrator (in such capacity and, together with any successor note administrator permitted
under the Indenture, the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up
to U.S.$577,500,000 Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up
to U.S.$141,625,000 Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”),
(c) up to U.S.$66,000,000 Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”),
(d) up to U.S.$79,750,000 Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”),
(e) up to U.S.$59,125,000 Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”),
(f) up to U.S.$12,375,000 Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”),
(g) up to U.S.$53,625,000 Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”)
and (h) up to U.S.$33,000,000 Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes”
and, together with 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes
and the Class G-X Notes, the “Notes”).












 


 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.












 








    Exh. F-5-4


     


    




 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 






    Exh. F-5-5


     


    

 


If an Event of Default
shall occur and be continuing, the Class E-X Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 






    Exh. F-5-6


     


    

 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. F-5-7


     


    

 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


 





	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


 


	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:








 






    Exh. F-5-8


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	


 






    Exh. F-5-9


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 


		 	 



 





			 


Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.





 


	Date:	 	Your Signature:  	 
	 	 	 	(Sign exactly as your name appears on this Note)












  






    Exh. F-5-10


     


    

 





SCHEDULE A

EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[0]4
[0]5 on the Closing Date. The following
exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 


	Date of Exchange	 	Amount
of

Decrease in

Principal

Amount of this

Global Note
	 	Amount
of

Increase in

Principal

Amount of this

Global Note
	 	Principal

Amount of this

Global Note

following such

decrease (or

increase)
	 	Signature
of

authorized

officer of Note

Administrator or

securities

Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



  


 









	4	Rule	144A Global Note



 


		5	Regulation S
Global Note.








 






    Exh. F-5-11


     


    

 


 



  


EXHIBIT F-6


 


FORM OF CLASS E-X SIXTH
PRIORITY SECURED FLOATING RATE NOTE DUE 2038 

DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. F-6-1


     


    




 


STWD 2019-FL1,
LTD.

STWD 2019-FL1, LLC


 


CLASS E-X SIXTH PRIORITY

SECURED FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 	 
	CUSIP No. [78485WAR0]	 	U.S.$[__]
	ISIN: [US78485WAR07]	 	 




 


Each of STWD 2019-FL1,
LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”)
and STWD 2019-FL1, LLC, a Delaware limited liability company (the “Co-Issuer”) for value received, hereby promises
to pay to [_______] or its registered assigns the Class E-X Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class E-X Notes shall accrue at the interest rate for the Class E-X Notes determined at the time of exchange
of Class E Notes for proportionate interests in the Class E-E Note and Class E-X Notes and shall be computed on the basis of the
actual number of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at
the close of business on the Record Date for such interest.


 


The obligations of
the Issuer and the Co-Issuer under this Note and the Indenture are limited recourse obligations of the Issuer and non-recourse
obligations of the Co-Issuer payable solely from the Collateral Interests and other assets pledged by the Issuer as security for
the Offered Notes, the Class E-E Notes and the Class E-X Notes under the Indenture, and in the event the Collateral Interests and
such other assets are insufficient to satisfy such obligations, any claims of the Holders of the Notes shall be extinguished, all
in accordance with the Indenture.


 


The payment of interest
on this Note is pro rata with the payments of interest on the Class E Notes and Class E-E Notes. The payment of interest on this
Note is senior to the payments of interest on the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the
Class G-E Notes, the Class G-X Notes and the Preferred Shares.


 


Payments in respect
of interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying Agent, subject
to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such part, from the date of repayment or the Payment Date occurring
in July 2038 (the “Stated Maturity Date”) Stated Maturity Date, unless payment of principal is improperly withheld
or unless an Event of Default occurs with respect to such payments of principal.


 



    Exh. F-6-2


     


    

 


Notwithstanding the
foregoing, the final payment of interest due on this Note shall be made only upon presentation and surrender of this Note (except
as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of the Paying
Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class E-X Sixth Priority Secured Floating Rate Notes Due 2038*, of the Issuer and the
Co-Issuer, issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer,
the Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such
capacity and, together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo
Bank, National Association, as note administrator (in such capacity and, together with any successor note administrator permitted
under the Indenture, the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up
to U.S.$577,500,000 Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up
to U.S.$141,625,000 Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”),
(c) up to U.S.$66,000,000 Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”),
(d) up to U.S.$79,750,000 Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”),
(e) up to U.S.$59,125,000 Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”),
(f) up to U.S.$12,375,000 Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”),
(g) up to U.S.$53,625,000 Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”)
and (h) up to U.S.$33,000,000 Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes”
and, together with 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes
and the Class G-X Notes, the “Notes”).


 


 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



 



    Exh. F-6-3


     


    

 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the
Issuer’s memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class E-X Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 



    Exh. F-6-4


     


    




 





At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 



    Exh. F-6-5


     


    




 


Each Holder, by
its acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note
Administrator, the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the
purchase price for such Notes constitutes an asset of any “employee benefit plan” (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to
the fiduciary responsibility provisions of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1)
of the Internal Revenue Code of 1986, as amended (the “Code”)) that is subject to Section 4975 of the
Code or any other employee benefit plan which is subject to any federal, state, local or other law that is substantially
similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying assets are deemed to
include “plan assets” by reason of any such employee benefit plan’s or plan’s investment in the
entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. F-6-6


     


    




 


IN WITNESS WHEREOF, the
Co-Issuers have caused this Note to be duly executed.


 


Dated as of August 15,
2019


 








	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


 


	 	STWD 2019-FL1, LLC, as Co-Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exh. F-6-7


     


    







 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Authenticating Agent
	 	 	 
	 	 	 
		By:	
	 	Name:
	 	Title:








 



    Exh. F-6-8


     


    




 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 





		 	 



 








		 	 



Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does hereby irrevocably
constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full power of substitution
in the premises.


 


	Date:	 	Your Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)




 






    Exh. F-6-9


     


    







 


EXHIBIT G-1


 


FORM OF CLASS F SEVENTH
PRIORITY FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. G-1-1


     


    




 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 






		1	For
Regulation S Global Note.



 



    Exh. G-1-2


     


    










 


STWD 2019-FL1, LTD.


 


CLASS F SEVENTH PRIORITY

FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] - ____	 	Up to
	CUSIP No. [G85429AA9]2
    [78485XAA5]3	 	U.S.$53,625,000
	ISIN: [USG85429AA95]2 [US78485XAA54]3	 	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender
of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of up to U.S.$53,625,000, or
such other principal sum as is equal to the aggregate principal amount of the Class F Notes identified from time to time on
the records of the Note Administrator and Schedule A hereto as being represented by this [Rule 144A] [Regulation S]
Global Note, on the Payment Date occurring in July 2038 (the “Stated Maturity Date”), to the extent not previously
paid, in accordance with the Indenture referred to below unless the unpaid principal of this Note becomes due and payable at an
earlier date by declaration of acceleration, call for redemption or otherwise and (b) the Class F Interest Distribution
Amount allocable to this Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly
on the 4th Business Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business
Day (each, a “Payment Date”). Interest on the Class F Notes shall accrue at the Class F Rate and shall
be computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360. The interest so payable
on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of and interest on, the Class F-E Notes and
the Class F-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest
on, the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture,
the payment of principal of this Note is subordinate to the payments of principal of and interest on 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 E-E Notes and the Class
E-X Notes and no payments of principal on the Class F Notes will be made until 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 E-E Notes and the Class E-X Notes
are paid in full. The principal of this Note shall be due and payable no later than the Stated Maturity Date unless the unpaid
principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise;
provided, however, that, except as set forth in the Indenture, the payment of principal of this Note may
only occur after principal on 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 E-E Notes and the Class E-X Notes has been paid in full and is subordinated to the payment
on each Payment Date of the principal, if any, and interest due and payable on 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 E-E Notes and the Class E-X Notes and other
amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 





 






		2	For Regulation S Global Note.



 


		3	For
                                         Rule 144A Global Note.








 



    Exh. G-1-3


     


    




 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 



    Exh. G-1-4


     


    




 


This Note is
one of a duly authorized issue of Class F Seventh Priority Floating Rate Notes Due 2038*, of the Issuer and
the Co-Issuer (the “Class F Notes”), limited in aggregate principal amount to U.S.$53,625,000 issued
under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity
and, together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank,
National Association, as note administrator (in such capacity and, together with any successor note administrator permitted
under the Indenture, the “Note Administrator”), and as custodian. Also authorized under the Indenture are
(a) up to U.S.$577,500,000 Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A
Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the
“Class A-S Notes”), (c) up to U.S.$66,000,000 Class B Third Priority Secured Floating Rate Notes Due
2038 (the “Class B Notes”), (d) up to U.S.$79,750,000 Class C Fourth Priority Secured Floating Rate Notes
Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000 Class D Fifth Priority Secured Floating Rate
Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000 Class E Sixth Priority Secured
Floating Rate Notes Due 2038* (the “Class E Notes”) and (g) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together
with 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and
the Class G-X Notes, the “Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class F Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.





 





 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



 



    Exh. G-1-5


     


    




 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class F Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 



    Exh. G-1-6


     


    




 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 



    Exh. G-1-7


     


    




 


No right or
remedy conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. G-1-8


     


    




 





IN WITNESS WHEREOF,
the Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019


 





	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exh. G-1-9


     


    







 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Authenticating Agent
	 	 	 
	 	 	 
		By:	
	 	Name:
	 	Title:


 






    Exh. G-1-10


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 





		 	 



 








		 	 



Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does hereby irrevocably
constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full power of substitution
in the premises.


 


	Date:	 	Your Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)







 









    Exh. G-1-11


     


    

 


SCHEDULE A

EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[53,625,000]4
[0]5 on the Closing Date.
The following exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 


	Date of Exchange	 	Amount of



                                                                                Decrease in



                                                                                Principal

 Amount of this

 Global Note
	 	Amount of



                                                                                Increase in



                                                                                Principal



                                                                                Amount of this



                                                                                Global Note
	 	Principal



                                                                                Amount of this



                                                                                Global Note



                                                                                following such



                                                                                decrease (or


increase)
	 	Signature of



                                                                                authorized



                                                                                officer of Note



                                                                                Administrator or



                                                                                securities



                                                                                Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


 









		4	Rule 144A Global Note



 


		5	Regulation S
                                         Global Note.








 






    Exh. G-1-12


     


    

 






 


EXHIBIT G-2


 


FORM OF CLASS F SEVENTH
PRIORITY FLOATING RATE NOTE DUE 2038

 DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. G-2-1


     


    




 


STWD 2019-FL1, LTD.


 


CLASS F SEVENTH PRIORITY

FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 	 
	CUSIP No. 78485XAB3	 	U.S.$[__]
	ISIN: US78485XAB38	 	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to [_______] or its registered assigns (a) upon presentation and surrender of this
Note (except as otherwise permitted by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class F Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class F Notes shall accrue at the Class F Rate and shall be computed on the basis of the actual number
of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class F-E Notes and
Class F-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on,
the Class G Notes, the Class G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the
payment of principal of this Note is subordinate to the payments of principal of and interest on 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 no payments of principal on the Class F
Notes will be made until 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 E-E Notes and the Class E-X Notes are paid in full. The principal of this Note shall be due and payable
no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration
of acceleration, call for redemption or otherwise; provided, however, that, except as set forth in the Indenture,
the payment of principal of this Note may only occur after principal on 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 E-E Notes and the Class E-X Notes has been paid in
full and is subordinated to the payment on each Payment Date of the principal and interest due and payable on 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 E-E Notes
and the Class E-X Notes and other amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 






    Exh. G-2-2


     


    

 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class F Seventh Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer
(the “Class F Notes”), limited in aggregate principal amount to U.S.$53,625,000 issued under an indenture
dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating
Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S. $66,000,000 Class B Third Priority
Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000 Class C Fourth Priority
Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000 Class D Fifth Priority
Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”) and (g) up to U.S.$33,000,000 Class G
Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with 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 E-E Notes, the
Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X Notes, the
“Notes”).


 





 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 






    Exh. G-2-3


     


    

 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class F Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 






    Exh. G-2-4


     


    

 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class F Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 






    Exh. G-2-5


     


    

 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 






    Exh. G-2-6


     


    

 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. G-2-7


     


    

 


 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019





 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 






    Exh. G-2-8


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.





 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Authenticating Agent
	 	 	 
		By:	
	 	Name:	 
	 	Title:	 



 







    Exh. G-2-9


     


    




 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto








 


		 	 



 


		 	 










Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does hereby
irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full power
of substitution in the premises.


 


	Date:	 	Your Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)




 






    Exh. G-2-10


     


    




 


EXHIBIT G-3


 


FORM OF CLASS F-E SEVENTH
PRIORITY FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. G-3-1


     


    

 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 






		1	For
Regulation S Global Note.



 






    Exh. G-3-2


     


    

 


STWD 2019-FL1, LTD.


 


CLASS F-E SEVENTH PRIORITY

FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] - ____	 	Up to
	CUSIP No. [G85429AE1]2
    [78485XAJ6]3	 	U.S.$[53,625,000]
	ISIN: [USG85429AE18]2 [US78485XAJ63]3	 	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender
of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of up to U.S.$[53,625,000],
or such other principal sum as is equal to the aggregate principal amount of the Class F-E Notes identified from time to time
on the records of the Note Administrator and Schedule A hereto as being represented by this [Rule 144A] [Regulation S]
Global Note, on the Payment Date occurring in July 2038 (the “Stated Maturity Date”), to the extent not previously
paid, in accordance with the Indenture referred to below unless the unpaid principal of this Note becomes due and payable at an
earlier date by declaration of acceleration, call for redemption or otherwise and (b) the Class F-E Interest Distribution
Amount allocable to this Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly
on the 4th Business Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business
Day (each, a “Payment Date”). Interest on the Class F-E Notes shall accrue at the interest rate for the
Class F-E Notes determined at the time of exchange of Class F Notes for proportionate interests in the Class F-E Notes and Class
F-X Notes and shall be computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360.
The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of interest
on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class F Notes and the Class F-X Notes.
The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on, the Class G Notes,
the Class G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment of principal
of this Note is subordinate to the payments of principal of and interest on 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 E-E Notes and the Class E-X Notes and no payments of
principal on the Class F-E Notes will be made until 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 E-E Notes and the Class E-X Notes are paid in full. The principal
of this Note shall be due and payable no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due
and payable at an earlier date by declaration of acceleration, call for redemption or otherwise; provided, however,
that, except as set forth in the Indenture, the payment of principal of this Note may only occur after principal on 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
E-E Notes and the Class E-X Notes has been paid in full and is subordinated to the payment on each Payment Date of the principal
and interest due and payable on 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 E-E Notes and the Class E-X Notes and other amounts in accordance with the Priority of Payments,
all in accordance with the Indenture.


 





 









		2	For Regulation S Global Note.



 


		3	For
Rule 144A Global Note.








 






    Exh. G-3-3


     


    

 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 






    Exh. G-3-4


     


    

 


This Note is one of
a duly authorized issue of Class F-E Seventh Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer,
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000
Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (g) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (h) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class F-E Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 








 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 






    Exh. G-3-5


     


    

 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class F-E Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


 



    Exh. G-3-6


     


    




 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 






    Exh. G-3-7


     


    

 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. G-3-8


     


    

 


 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019


 





 


	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 






    Exh. G-3-9


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.





 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Authenticating Agent
	 	 	 
	 	 	 
		By:	
	 	Name:	 
	 	Title:	 



 







    Exh. G-3-10


     


    




 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 


		 	 






 


		 	 









Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 








the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	 	Your
    Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)




 






    Exh. G-3-11


     


    

 


SCHEDULE A

EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[0]4
[0]5 on the Closing
Date. The following exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 


	Date of Exchange	 	Amount of

 Decrease in 

Principal 

Amount of this 

Global Note	 	Amount of

 Increase in 

Principal 

Amount of this 

Global Note	 	Principal 

Amount of this 

Global Note 

following such 

decrease (or

 increase)	 	Signature of 

authorized 

officer of Note 

Administrator or 

securities 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


 









		4	Rule 144A Global Note



 


		5	Regulation S
Global Note.








 



    Exh. G-3-12


     


    




 



 


EXHIBIT G-4


 


FORM OF CLASS F-E SEVENTH
PRIORITY FLOATING RATE NOTE DUE 2038


DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. G-4-1


     


    




 


STWD 2019-FL1, LTD.


 


CLASS F-E SEVENTH PRIORITY


FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 	 	 	 
	CUSIP No. [78485AK3]	 	 	U.S.$[__]	 
	ISIN: [78485AK37]	 	 	 	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to [_______] or its registered assigns (a) upon presentation and surrender of this
Note (except as otherwise permitted by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class F-E Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class F-E Notes shall accrue at the interest rate for the Class F-E Notes determined at the time of exchange
of Class F Notes for proportionate interests in the Class F-E Notes and Class F-X Notes and shall be computed on the basis of the
actual number of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at
the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of interest
on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class F Notes and the Class F-X Notes.
The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on, the Class G Notes,
the Class G-E Notes, the Class G-X Notes and the Preferred Shares. Except as set forth in the Indenture, the payment of principal
of this Note is subordinate to the payments of principal of and interest on 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 no payments of principal on the Class F-E Notes
will be made until 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 E-E Notes and the Class E-X Notes are paid in full. The principal of this Note shall be due and payable
no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration
of acceleration, call for redemption or otherwise; provided, however, that, except as set forth in the Indenture,
the payment of principal of this Note may only occur after principal on 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 E-E Notes and the Class E-X Notes has been paid in
full and is subordinated to the payment on each Payment Date of the principal and interest due and payable on 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 E-E Notes
and the Class E-X Notes and other amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 



    Exh. G-4-2


     


    

 





Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 








    Exh. G-4-3


     


    

 





This Note is one of
a duly authorized issue of Class F-E Seventh Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer,
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000
Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (g) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (h) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class F-E Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 





 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 



    Exh. G-4-4


     


    

 





Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class F-E Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 



    Exh. G-4-5


     


    

 





In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 



    Exh. G-4-6


     


    

 





THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. G-4-7


     


    

 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019


 


		STWD 2019-FL1, LTD., as Issuer
	 
	 
		By:	 
		 	Name:
		 	Title:






 






    Exh. G-4-8


     


    

 


 CERTIFICATE OF
AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	

                                                                     
	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Authenticating Agent

	 
	 
		By:	 
	 	Name:	 
		Title:	 
	 
	




 






    Exh. G-4-9


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 







 


hereby sell, assign and transfer unto


 


		 	 



	 

                                                                                 
	 









Please insert
social security or


other identifying number of assignee





 


Please print or type name


and address, including zip code,


of assignee:


 


 


 


 


 


 


 


 





 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	 	Your Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)




  



    Exh. G-4-10


     


    




 





EXHIBIT G-5


 


FORM OF CLASS F-X SEVENTH
PRIORITY FLOATING RATE NOTE DUE 2038


[REGULATION S]
[RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. G-5-1


     


    

 





ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 


 






		1	For
Regulation S Global Note.



 








    Exh. G-5-2


     


    




 


STWD 2019-FL1, LTD.


 


CLASS F-X SEVENTH PRIORITY


FLOATING RATE NOTE DUE 2038


	No. [Reg. S] [144A] - ____	 	Up to
	CUSIP No. [G85429AF8]2
[78485XAL1]3	 	U.S.$[53,625,000]
	ISIN: [USG85429AF82]2 [US78485XAL10]3	 	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to CEDE & CO. or its registered assigns the Class F-X Interest Distribution
Amount allocable to this Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly
on the 4th Business Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business
Day (each, a “Payment Date”). Interest on the Class F-X Notes shall accrue at the interest rate for the
Class F-X Notes determined at the time of exchange of Class F Notes for proportionate interests in the Class F-E Notes and Class
F-X Notes and shall be computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360.
The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of interest
on this Note is pro rata with the payments of the interest on the Class F Notes and the Class F-E Notes. The payment of interest
on this Note is senior to the payments of the principal, if any, of, and interest on, the Class G Notes, the Class G-E Notes, the
Class G-X Notes and the Preferred Shares.


 


Payments in respect
of interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying Agent, subject
to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such part, from the date of repayment or the Payment Date occurring
in July 2038 (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.


 





 









		2	For Regulation S Global Note.



 


		3	For
                                         Rule 144A Global Note.








 








    Exh. G-5-3


     


    




 


Notwithstanding the
foregoing, the final payment of interest due on this Note shall be made only upon presentation and surrender of this Note (except
as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of the Paying
Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class F-X Seventh Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer,
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000
Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (g) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (h) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 





 













		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



 



















    Exh. G-5-4


     


    

 





Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class F-X Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 



    Exh. G-5-5


     


    

 





At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 



    Exh. G-5-6


     


    

 





Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. G-5-7


     


    




 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019


 


		STWD 2019-FL1, LTD., as Issuer
	 
	 
		By:	 
		 	Name:
		 	Title:



 



    Exh. G-5-8


     


    




 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


		WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Authenticating Agent
	
	 
	 
		By:	 
	 	Name:	 
		Title:	 
	




 



    Exh. G-5-9


     


    




 


ASSIGNMENT FORM


 


	For value received	 	 







 


hereby sell, assign and transfer unto


 


		 	 



	 

                                                                                 
	 









Please insert
social security or


other identifying number of assignee





 


Please print or type name


and address, including zip code,


of assignee:


 


 


 


 


 


 


 


 





 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	 	Your
    Signature:  	 
		 	 	(Sign exactly as your name appears on this Note)




 







    Exh. G-5-10


     


    

 


SCHEDULE A


EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[0]4
[0]5 on the Closing Date. The following
exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 





	Date of Exchange	 	Amount of 

Decrease in 

Principal

 Amount of this 

Global Note	 	Amount of 

Increase in 

Principal 

Amount of this 

Global Note	 	Principal 

Amount of this 

Global Note 

following such 

decrease (or 

increase)	 	Signature of

 authorized 

officer of Note 

Administrator or 

securities 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 





 









		4	Rule 144A Global Note



 


		5	Regulation S
                                         Global Note.


















 



    Exh. G-5-11


     


    











 


EXHIBIT G-6


 


FORM OF CLASS F-X SEVENTH
PRIORITY FLOATING RATE NOTE DUE 2038 

DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. G-6-1


     


    

 


STWD 2019-FL1, LTD.


 


CLASS F-X SEVENTH PRIORITY

FLOATING RATE NOTE DUE 2038


 


	No. IAI - ____	 	 
	CUSIP No. [78485XAM9]	 	U.S.$[__]
	ISIN: [US78485XAM92]	 	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to [_______] or its registered assigns the Class F-X Interest Distribution
Amount allocable to this Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly
on the 4th Business Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business
Day (each, a “Payment Date”). Interest on the Class F-X Notes shall accrue at the interest rate for the
Class F-X Notes determined at the time of exchange of Class F Notes for proportionate interests in the Class F-E Notes and Class
F-X Notes and shall be computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360.
The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of interest
on this Note is pro rata with the payments of the principal, if any, of, and interest on the Class F Notes and the Class F-E Notes.
The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on, the Class G Notes,
the Class G-E Notes, the Class G-X Notes and the Preferred Shares.


 


Payments in respect
interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying Agent, subject
to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such part, from the date of repayment or the Payment Date occurring
in July 2038 (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.


 






    Exh. G-6-2


     


    

 


Notwithstanding the
foregoing, the final payment of interest due on this Note shall be made only upon presentation and surrender of this Note (except
as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of the Paying
Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class F-X Seventh Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer,
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000
Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (g) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (h) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 





 










		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



 






    Exh. G-6-3


     


    

 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class F-X Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 






    Exh. G-6-4


     


    

 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 






    Exh. G-6-5


     


    

 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. G-6-6


     


    

 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019


 





	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:









 



    Exh. G-6-7


     


    

 





CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	


 






    Exh. G-6-8


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 


		 	 



 





			 


Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


  


	Date:	 	Your Signature:  	 
	 	 	 	(Sign exactly as your name appears on this Note)







 



    Exh. G-6-9


     


    

 





EXHIBIT H-1


 


FORM OF CLASS G EIGHTH
PRIORITY FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. H-1-1


     


    

 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 






		1	For
Regulation S Global Note.



 






    Exh. H-1-2


     


    

 


STWD 2019-FL1, LTD.


 


CLASS G EIGHTH PRIORITY

FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] - ____	 	Up to
	CUSIP No. [G85429AB7]2
    [78485XAC1]3	 	U.S.$33,000,000
	ISIN: [USG85429AB78]2 [US78485XAC11]3	 	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender
of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of up to U.S.$33,000,000, or
such other principal sum as is equal to the aggregate principal amount of the Class G Notes identified from time to time on
the records of the Note Administrator and Schedule A hereto as being represented by this [Rule 144A] [Regulation S]
Global Note, on the Payment Date occurring in July 2038 (the “Stated Maturity Date”), to the extent not previously
paid, in accordance with the Indenture referred to below unless the unpaid principal of this Note becomes due and payable at an
earlier date by declaration of acceleration, call for redemption or otherwise and (b) the Class G Interest Distribution
Amount allocable to this Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly
on the 4th Business Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business
Day (each, a “Payment Date”). Interest on the Class G Notes shall accrue at the Class G Rate and shall
be computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360. The interest so payable
on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class G-E Notes and
the Class G-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest
on, the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate to the payments
of principal of and interest on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes and the Class F-X
Notes and no payments of principal on the Class G Notes will be made until 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 E-E Notes, the Class E-X Notes, the Class
F Notes, the Class F-E Notes and the Class F-X Notes are paid in full. The principal of this Note shall be due and payable no later
than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration
of acceleration, call for redemption or otherwise; provided, however, that, except as set forth in the Indenture,
the payment of principal of this Note may only occur after principal on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the
Class F-E Notes and the Class F-X Notes has been paid in full and is subordinated to the payment on each Payment Date of the principal
and interest due and payable on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes and the Class F-X
Notes and other amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 





 









		2	For Regulation S Global Note.



 


		3	For
Rule 144A Global Note.



 











    Exh. H-1-3


     


    

 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.







 










    Exh. H-1-4


     


    

 


This Note is one of
a duly authorized issue of Class G Eighth Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer
(the “Class G Notes”), limited in aggregate principal amount to U.S.$33,000,000 issued under an indenture
dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating
Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000 Class B Third Priority
Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000 Class C Fourth Priority
Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000 Class D Fifth Priority
Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”) and (f) up to U.S.$53,625,000 Class F
Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes” and, together with 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 E-E Notes,
the Class E-X Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X Notes,
the “Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class G Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 





 














		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.



 






    Exh. H-1-5


     


    

 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class G Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 






    Exh. H-1-6


     


    

 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 






    Exh. H-1-7


     


    

 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. H-1-8


     


    

 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019


 





	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    Exh. H-1-9


     


    

 


CERTIFICATE OF AUTHENTICATION


  


This is one of the Notes
referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	





 






    Exh. H-1-10


     


    

 


ASSIGNMENT FORM





 


	For value received	 	 




 


hereby sell, assign and
transfer unto





 


		 	 



 





			 


Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 





	Date:	 	Your Signature:  	 
	 	 	 	(Sign exactly as your name appears on this Note)




 






    Exh. H-1-11


     


    

 








SCHEDULE A

EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[33,000,000]4
[0]5 on the Closing Date. The following
exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 





	Date of Exchange	 	Amount
of

Decrease in

Principal

Amount of this

Global Note
	 	Amount
of

Increase in

Principal

Amount of this

Global Note
	 	Principal

Amount of this

Global Note

following such

decrease (or

increase)
	 	Signature
of

authorized

officer of Note

Administrator or

securities

Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


 









		4	Rule 144A Global Note



 


		5	Regulation S Global Note.



 




















    Exh. H-1-12


     


    

 



 





EXHIBIT H-2


 


FORM OF CLASS G EIGHTH
PRIORITY FLOATING RATE NOTE DUE 2038


DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. H-2-1


     


    




 


STWD 2019-FL1, LTD.


 


CLASS G EIGHTH PRIORITY


FLOATING
RATE NOTE DUE 2038


 


	No. IAI - ____	 
	CUSIP No. 78485XAD9	U.S.$[__]
	ISIN: US78485XAD93	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to [_______] or its registered assigns (a) upon presentation and surrender of this
Note (except as otherwise permitted by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class G Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class G Notes shall accrue at the Class G Rate and shall be computed on the basis of the actual number
of days in the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business
on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class G-E Notes and
the Class G-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest
on, the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate to the payments
of principal of and interest on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes and the Class F-X
Notes and no payments of principal on the Class G Notes will be made until 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 E-E Notes, the Class E-X Notes, the Class
F Notes, the Class F-E Notes and the Class F-X Notes are paid in full. The principal of this Note shall be due and payable no later
than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration
of acceleration, call for redemption or otherwise; provided, however, that, except as set forth in the Indenture,
the payment of principal of this Note may only occur after principal on 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 E-E Notes, the Class E-X Notes, the Class F Notes,
the Class F-E Notes and the Class F-X Notes has been paid in full and is subordinated to the payment on each Payment Date of the
principal and interest due and payable on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes and the
Class F-X Notes and other amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 



    Exh. H-2-2


     


    




 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class G Eighth Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer
(the “Class G Notes”), limited in aggregate principal amount to U.S.$33,000,000 issued under an indenture
dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer, Starwood Property Mortgage,
L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and, together with any successor
trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National Association, as note administrator
(in such capacity and, together with any successor note administrator permitted under the Indenture, the “Note Administrator”),
and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000 Class A Senior Secured Floating
Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000 Class A-S Second Priority Secured
Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S. $66,000,000 Class B Third Priority
Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000 Class C Fourth Priority
Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000 Class D Fifth Priority
Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000 Class E Sixth Priority
Secured Floating Rate Notes Due 2038* (the “Class E Notes”) and (g) up to U.S.$53,625,000 Class F
Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes” and, together with 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 E-E Notes,
the Class E-X Notes, the Class F-E Notes, the Class F-X Notes, the Class G Notes, the Class G-E Notes and the Class G-X Notes,
the “Notes”).


 





 









		*	At any time on or after the Initial MASCOT Note Issuance
Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate interests in the Class E-E Notes (the “Class
E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”) and vice versa, (ii) the Class F Notes
may be exchanged for proportionate interests in the Class F-E Notes (the “Class F-E Notes”) and the Class F-X
Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G Notes may be exchanged for proportionate
interests in the Class G-E Notes (the “Class G-E Notes”) and the Class G-X Notes (the “Class G-X Notes”)
and vice versa; provided that the Class E Notes shall only be exchangeable for proportionate interests in the Class E-E
Notes and the Class E-X Notes if such Notes at the time of exchange are owned by a wholly-owned subsidiary of Starwood Property
Trust, Inc.











 



    Exh. H-2-3


     


    




 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class G Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 



    Exh. H-2-4


     


    




 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class G Notes may become or be declared due and payable in the manner and with the effect provided
in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 



    Exh. H-2-5


     


    




 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 



    Exh. H-2-6


     


    




 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. H-2-7


     


    




 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019


 





	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 



    Exh. H-2-8


     


    




 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	



 





    Exh. H-2-9


     


    




 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto





 


		 	 



 





			 


Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 





	Date:	 	Your Signature:  	 
	 	 	 	(Sign exactly as your name appears on this Note)




 






    Exh. H-2-10


     


    




 


EXHIBIT H-3


 


FORM OF CLASS G-E EIGHTH
PRIORITY FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 



    Exh. H-3-1


     


    




 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 





 









		1	For Regulation S Global Note.



 



    Exh. H-3-2


     


    




 


STWD 2019-FL1, LTD.


 


CLASS G-E EIGHTH PRIORITY

FLOATING RATE NOTE DUE 2038


 


	No. [Reg. S] [144A] - ____	 	Up to
	CUSIP No. [G85429AG6]2
    [78485XAN7]3	 	U.S.$[33,000,000]
	ISIN: [USG85429AG65]2 [US78485XAN75]3	 	 




 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to CEDE & CO. or its registered assigns (a) upon presentation and surrender
of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of up to U.S.$[33,000,000],
or such other principal sum as is equal to the aggregate principal amount of the Class G-E Notes identified from time to time
on the records of the Note Administrator and Schedule A hereto as being represented by this [Rule 144A] [Regulation S]
Global Note, on the Payment Date occurring in July 2038 (the “Stated Maturity Date”), to the extent not previously
paid, in accordance with the Indenture referred to below unless the unpaid principal of this Note becomes due and payable at an
earlier date by declaration of acceleration, call for redemption or otherwise and (b) the Class G-E Interest Distribution
Amount allocable to this Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly
on the 4th Business Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business
Day (each, a “Payment Date”). Interest on the Class G-E Notes shall accrue at the interest rate for the
Class G-E Notes determined at the time of exchange of Class G Notes for proportionate interests in the Class G-E Notes and Class
G-X Notes and shall be computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360.
The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class G Notes and the
Class G-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on,
the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate to the payments
of principal of and interest on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes and the Class F-X
Notes and no payments of principal on the Class G-E Notes will be made until 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 E-E Notes, the Class E-X Notes, the Class
F Notes, the Class F-E Notes and the Class F-X Notes are paid in full. The principal of this Note shall be due and payable no later
than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration
of acceleration, call for redemption or otherwise; provided, however, that, except as set forth in the Indenture,
the payment of principal of this Note may only occur after principal on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the
Class F-E Notes and the Class F-X Notes has been paid in full and is subordinated to the payment on each Payment Date of the principal
and interest due and payable on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes and the Class F-X
Notes and other amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 





 









		2	For Regulation S Global Note.



 


		3	For
                                         Rule 144A Global Note.








 



    Exh. H-3-3


     


    




 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class G-E Eighth Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer,
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000
Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (g) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (h) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 


 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 



    Exh. H-3-4


     


    




 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class G-E Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 



    Exh. H-3-5


     


    







 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 





Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class G-E Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 



    Exh. H-3-6


     


    




 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 



    Exh. H-3-7


     


    




 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 



    Exh. H-3-8


     


    




 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019








	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 



    Exh. H-3-9


     


    




 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	



 



    Exh. H-3-10


     


    




 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto





 


		 	 



 





			 


Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does
hereby irrevocably constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full
power of substitution in the premises.


 


	Date:	 	Your Signature:  	 
	 	 	 	(Sign exactly as your name appears on this Note)



 







    Exh. H-3-11


     


    

 


SCHEDULE A


EXCHANGES IN GLOBAL
NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[0]4
[0]5 on the Closing
Date. The following exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 





	Date of Exchange	 	Amount of 

Decrease in 

Principal

 Amount of this 

Global Note	 	Amount of 

Increase in 

Principal 

Amount of this 

Global Note	 	Principal 

Amount of this 

Global Note 

following such 

decrease (or 

increase)	 	Signature of

 authorized 

officer of Note 

Administrator or 

securities 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 










 










		4	Rule 144A Global Note



 


		5	Regulation S
                                         Global Note.



 












    Exh. H-3-12


     


    

 



 





EXHIBIT H-4


 


FORM OF CLASS G-E EIGHTH
PRIORITY FLOATING RATE NOTE DUE 2038 

DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. H-4-1 


     


    

  


STWD 2019-FL1, LTD.


 


CLASS G-E EIGHTH PRIORITY

FLOATING RATE NOTE DUE 2038


 





	No. IAI - ____	 
	CUSIP No. [78485XAP2]	U.S.$[__]
	ISIN:  [US78485XAP24]	 







 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to [_______] or its registered assigns (a) upon presentation and surrender of this
Note (except as otherwise permitted by the Indenture referred to below), the principal sum of U.S.$[__] on the Payment Date occurring
in July 2038 (the “Stated Maturity Date”), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration,
call for redemption or otherwise and (b) the Class G-E Interest Distribution Amount allocable to this Note in accordance
with the Indenture payable initially on September 17, 2019, and thereafter monthly on the 4th Business Day following the 11th
day of each month or, if such day is not a Business Day, then on the preceding Business Day (each, a “Payment Date”).
Interest on the Class G-E Notes shall accrue at the interest rate for the Class G-E Notes determined at the time of exchange
of Class G Notes for the Class G-E Notes and Class G-X Notes and shall be computed on the basis of the actual number of days in
the related Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the
Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class G Notes and the
Class G-X Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on,
the Preferred Shares. Except as set forth in the Indenture, the payment of principal of this Note is subordinate to the payments
of principal of and interest on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes and the Class F-X
Notes and no payments of principal on the Class G-E Notes will be made until 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 E-E Notes, the Class E-X Notes, the
Class F Notes, the Class F-E Notes and the Class F-X Notes are paid in full. The principal of this Note shall be due and payable
no later than the Stated Maturity Date unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration
of acceleration, call for redemption or otherwise; provided, however, that, except as set forth in the Indenture,
the payment of principal of this Note may only occur after principal on 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 E-E Notes, the Class E-X Notes, the Class F Notes,
the Class F-E Notes and the Class F-X Notes has been paid in full and is subordinated to the payment on each Payment Date of the
principal and interest due and payable on 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 E-E Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes and the
Class F-X Notes and other amounts in accordance with the Priority of Payments, all in accordance with the Indenture.


 






    Exh. H-4-2 


     


    

 


Payments in respect
of principal and interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying
Agent, subject to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such 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.


 


Notwithstanding the
foregoing, the final payment of interest and principal due on this Note shall be made only upon presentation and surrender of this
Note (except as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of
the Paying Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class G-E Eighth Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer,
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000
Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (g) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (h) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 


 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 






    Exh. H-4-3 


     


    

 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Payments of principal
of the Class G-E Notes shall be payable in accordance with Section 11.1(a) of the Indenture.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 






    Exh. H-4-4 


     


    

 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class G-E Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 






    Exh. H-4-5 


     


    

 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 






    Exh. H-4-6 


     


    

 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. H-4-7 


     


    

 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


	Dated as of August 15,
2019	 
	 	 
	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
		By:   	 
	 	              	Name:
	 	 	Title:



 






    Exh. H-4-8 


     


    

  


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Authenticating Agent
	 	 
	 	By: 	 
	 	Name:   	                 
	 	Title: 	 







 






    Exh. H-4-9 


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 





			 



 








		 	 



Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does hereby irrevocably
constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full power of substitution
in the premises.


 


	Date:	 	Your Signature:	 
		 	 	(Sign exactly as your name appears on this Note)






 

















    Exh. H-4-10 


     


    

  


EXHIBIT H-5


 


FORM OF CLASS G-X EIGHTH
PRIORITY FLOATING RATE NOTE DUE 2038

[REGULATION S] [RULE 144A] GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH INTEREST HEREIN BE TRANSFERRED
TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. H-5-1 


     


    

 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


[AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.]1


 









 


1       For
Regulation S Global Note.


  






    Exh. H-5-2 


     


    

   


STWD 2019-FL1, LTD.


 


CLASS G-X EIGHTH PRIORITY

FLOATING RATE NOTE DUE 2038


 





	No. [Reg. S] [144A] - ____	Up to
	CUSIP No. [G85429AH4]2  [78485XAQ0]3	U.S.$[33,000,000]
	ISIN:  [USG85429AH49]2  [US78485XAQ07]3	 






 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to CEDE & CO. or its registered assigns  the Class G-X Interest Distribution
Amount allocable to this Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly
on the 4th Business Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business
Day (each, a “Payment Date”). Interest on the Class G-X Notes shall accrue at the interest rate for the
Class G-X Notes determined at the time of exchange of Class G Notes for proportionate interests in the Class G-E Notes and Class
G-X Notes and shall be computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360.
The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class G Notes and the
Class G-E Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on,
the Preferred Shares.


 


Payments in respect
of interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying Agent, subject
to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such part, from the date of repayment or the Payment Date occurring
in July 2038 (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.


  


 






2
     For
Regulation S Global Note.


3      For
Rule 144A Global Note.


 






    Exh. H-5-3 


     


    

 


Notwithstanding the
foregoing, the final payment of interest due on this Note shall be made only upon presentation and surrender of this Note (except
as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of the Paying
Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class G-X Eighth Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer,
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000
Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (g) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (h) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


  


 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 






    Exh. H-5-4 


     


    

 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class G-X Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 






    Exh. H-5-5 


     


    

 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 


The Indenture may
be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 






    Exh. H-5-6 


     


    

 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. H-5-7 


     


    

  


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.


 


Dated as of August 15,
2019





	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 












    Exh. H-5-8 


     


    

  


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 








	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Authenticating Agent
	 	 	 
	 	 	 
		By:   	          
	 	Name:
	 	Title:





 






    Exh. H-5-9 


     


    

 


ASSIGNMENT FORM


 


	For value received	 	 




 


hereby sell, assign and
transfer unto


 





			 



 








		 	 



Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does hereby irrevocably
constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full power of substitution
in the premises.


 


	Date:	 	Your Signature:	 
		 	 	(Sign exactly as your name appears on this Note)










 






    Exh.
                                         H-5-10 


     


    




 


 


SCHEDULE A

EXCHANGES IN GLOBAL NOTES


 


This Note shall be issued
in the original principal balance of U.S.$[0]4
[0]5 on the Closing Date. The following
exchanges of a part of this [Rule 144A] [Regulation S] Global Note have been made:


 





	Date of Exchange	 	Amount of



                                                                                Decrease in



                                                                                Principal

Amount of this

 Global Note
	 	Amount of



                                                                                Increase in



                                                                                Principal



                                                                                Amount of this



                                                                                Global Note
	 	Principal



                                                                                Amount of this



                                                                                Global Note



                                                                                following such



                                                                                decrease (or


increase)
	 	Signature of



                                                                                authorized



                                                                                officer of Note



                                                                                Administrator or



                                                                                securities



                                                                                Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 





 



 


4       Rule 144A
Global Note


5       Regulation S
Global Note.


 






    Exh. H-5-11 


     


    

   


EXHIBIT H-6


 


FORM OF CLASS G-X EIGHTH
PRIORITY FLOATING RATE NOTE DUE 2038

 DEFINITIVE NOTE


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS
BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, A QIB OR AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION
D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH QIBS OR ACCREDITED INVESTORS, AND (2) A QUALIFIED
PURCHASER IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF) FOR THE PURCHASER
AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION
OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS
AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS
TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY
TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF THIS NOTE WAS IN BREACH, AT THE
TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION
OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. H-6-1 


     


    

  


STWD 2019-FL1, LTD.


 


CLASS G-X EIGHTH PRIORITY

FLOATING RATE NOTE DUE 2038


 





	No. IAI - ____	 
	CUSIP No. [78485XAR8]	U.S.$[__]
	ISIN:  [US78485XAR89]	 













 


STWD 2019-FL1, LTD.,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),
for value received, hereby promises to pay to [_______] or its registered assigns the Class G-X Interest Distribution Amount
allocable to this Note in accordance with the Indenture payable initially on September 17, 2019, and thereafter monthly on
the 4th Business Day following the 11th day of each month or, if such day is not a Business Day, then on the preceding Business
Day (each, a “Payment Date”). Interest on the Class G-X Notes shall accrue at the interest rate for the
Class G-X Notes determined at the time of exchange of Class G Notes for proportionate interests in the Class G-E Notes and Class
G-X Notes and shall be computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360.
The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.


 


The obligations of
the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
Interests and other assets pledged by the Issuer as security for the Offered Notes, the Class E-E Notes and the Class E-X Notes
under the Indenture, and in the event the Collateral Interests and such other assets are insufficient to satisfy such obligations,
any claims of the Holders of the Notes shall be extinguished, all in accordance with the Indenture.


 


The payment of principal
and interest on this Note is pro rata with the payments of the principal, if any, of, and interest on, the Class G Notes and the
Class G-E Notes. The payment of interest on this Note is senior to the payments of the principal, if any, of, and interest on,
the Preferred Shares.


 


Payments in respect
of interest and any other amounts due on any Payment Date on this Note shall be payable by the Trustee or a Paying Agent, subject
to any laws or regulations applicable thereto, 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 Trustee 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, as provided in the Indenture.


 


Interest will cease
to accrue on this Note, or in the case of a partial repayment, on such part, from the date of repayment or the Payment Date occurring
in July 2038 (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.


 






    Exh. H-6-2 


     


    

 


Notwithstanding the
foregoing, the final payment of interest due on this Note shall be made only upon presentation and surrender of this Note (except
as otherwise provided in the Indenture) at the Corporate Trust Office of the Note Administrator or at the office of the Paying
Agent.


 


The Holder of this
Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, neither the Issuer nor the Co-Issuer shall be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof
or therein.


 


Unless the certificate
of authentication hereon has been executed by the Note Administrator or by the Authenticating Agent by the manual signature of
one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


This Note is one of
a duly authorized issue of Class G-X Eighth Priority Floating Rate Notes Due 2038*, of the Issuer and the Co-Issuer,
issued under an indenture dated as of August 15, 2019 (the “Indenture”) by and among the Issuer, the Co-Issuer,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee (in such capacity and,
together with any successor trustee permitted under the Indenture, the “Trustee”), Wells Fargo Bank, National
Association, as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture,
the “Note Administrator”), and as custodian. Also authorized under the Indenture are (a) up to U.S.$577,500,000
Class A Senior Secured Floating Rate Notes Due 2038 (the “Class A Notes”), (b) up to U.S.$141,625,000
Class A-S Second Priority Secured Floating Rate Notes Due 2038 (the “Class A-S Notes”), (c) up to U.S.$66,000,000
Class B Third Priority Secured Floating Rate Notes Due 2038 (the “Class B Notes”), (d) up to U.S.$79,750,000
Class C Fourth Priority Secured Floating Rate Notes Due 2038 (the “Class C Notes”), (e) up to U.S.$59,125,000
Class D Fifth Priority Secured Floating Rate Notes Due 2038 (the “Class D Notes”), (f) up to U.S.$12,375,000
Class E Sixth Priority Secured Floating Rate Notes Due 2038* (the “Class E Notes”), (g) up to U.S.$53,625,000
Class F Seventh Priority Floating Rate Notes Due 2038* (the “Class F Notes”) and (h) up to U.S.$33,000,000
Class G Eighth Priority Floating Rate Notes Due 2038* (the “Class G Notes” and, together with
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 E-E
Notes, the Class E-X Notes, the Class F Notes, the Class F-E Notes, the Class F-X Notes, the Class G-E Notes and the Class G-X
Notes, the “Notes”).


 


Concurrently with
the issuance of the Notes, the Issuer also will issue preferred shares (the “Preferred Shares”), under the Issuer’s
memorandum and articles of association as part of its issued share capital.


 










 






		*	At
any time on or after the Initial MASCOT Note Issuance Date, all or a portion of (i) the Class E Notes may be exchanged for proportionate
interests in the Class E-E Notes (the “Class E-E Notes”) and the Class E-X Notes (the “Class E-X Notes”)
and vice versa, (ii) the Class F Notes may be exchanged for proportionate interests in the Class F-E Notes (the “Class
F-E Notes”) and the Class F-X Notes (the “Class F-X Notes”) and vice versa, and (iii) the Class G
Notes may be exchanged for proportionate interests in the Class G-E Notes (the “Class G-E Notes”) and the Class
G-X Notes (the “Class G-X Notes”) and vice versa; provided that the Class E Notes shall only be exchangeable
for proportionate interests in the Class E-E Notes and the Class E-X Notes if such Notes at the time of exchange are owned by
a wholly-owned subsidiary of Starwood Property Trust, Inc.



 



    Exh. H-6-3 


     


    




 


Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Holders of the Notes and the
Preferred Shares and the terms upon which the Notes and the Preferred Shares are, and are to be, executed, authenticated and delivered.


 


Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Indenture.


 


Pursuant to Section 9.1(a)
of the Indenture, the Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction
of the Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date on
or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes and the Class E-E Notes, if applicable,
has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that the
funds available to be used for such redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(b)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at the
written direction of a Majority of Preferred Shareholders, on the Payment Date following the occurrence of a Tax Event, if the
Tax Materiality Condition is satisfied, at a price equal to the applicable Redemption Prices; provided that the funds available
to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price.


 


Pursuant to Section 9.1(c)
of the Indenture, the Notes shall be redeemable by the Issuer and the Co-Issuer, as applicable, in whole but not in part, at a
price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the written direction
of a Majority of Preferred Shareholders; provided, however, that the funds available to be used for such redemption will
be sufficient to pay the Total Redemption Price.


 


Notes for whose redemption
and payment provision is made in accordance with the Indenture shall cease to bear interest on the applicable Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued interest thereon).


 


Pursuant to Section 9.5
of the Indenture, if any of the Note Protection Tests applicable to any Class of Notes is not satisfied as of any Determination
Date, the Offered Notes and the Class E-E Notes, if applicable, shall be redeemed from Interest Proceeds in accordance with the
Priority of Payments set forth in the Indenture, in an amount necessary, and only to the extent necessary, for the Note Protection
Tests to be satisfied.


 


If an Event of Default
shall occur and be continuing, the Class G-X Notes may become or be declared due and payable in the manner and with the effect
provided in the Indenture.


 


At any time after
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 provided in the Indenture, a Majority of each Class of Offered Notes and the E-E Notes,
if applicable, (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 F-E Notes, the Class G Notes and the Class G-E 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) of the Indenture, by written notice to the Issuer, the Co-Issuer
and the Trustee, may rescind and annul such declaration and its consequences if certain conditions set forth in the Indenture are
satisfied.


 






    Exh. H-6-4 


     


    

 


The Indenture
may be amended and supplemented under the circumstances, and in accordance with the conditions, set forth therein.


 


The Notes will be
issued in minimum denominations of $100,000 and integral multiples of $500 in excess thereof (plus any residual amount).


 


The principal of each
Note, if any, shall be payable on the Stated Maturity Date, unless the unpaid principal of such Note becomes due and payable at
an earlier date by declaration of acceleration, call for redemption or otherwise.


 


The term “Issuer”
as used in this Note includes any successor-in-interest to the Issuer under the Indenture and the term “Co-Issuer”
as used in this Note includes any successor-in-interest to the Co-Issuer under the Indenture.


 


Each purchaser and
any subsequent transferee of this Note or any interest herein shall, by virtue of its purchase or other acquisition of this Note
or any interest herein, be deemed to have agreed to treat this Note as debt for U.S. federal income tax purposes.


 


In connection with
the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner
is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; and (C) such Holder or beneficial owner has consulted
with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to the extent it has deemed
necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Note Administrator, the Trustee,
or any of their respective affiliates.


 


Each Holder, by its
acquisition of an interest in the Notes, shall be deemed to have represented to the Issuer, the Co-Issuer, the Note Administrator,
the Trustee, the Collateral Manager and their counsel that no part of the funds being used to pay the purchase price for such Notes
constitutes an asset of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)) subject to the fiduciary responsibility provisions of Title I
of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”))
that is subject to Section 4975 of the Code or any other employee benefit plan which is subject to any federal, state, local
or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or any entity whose underlying
assets are deemed to include “plan assets” by reason of any such employee benefit plan’s or plan’s investment
in the entity or otherwise.


 






    Exh. H-6-5 


     


    

 


Title to Notes shall
pass by registration in the Register kept by the Note Administrator, acting through its Corporate Trust Office.


 


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


 


No right or remedy
conferred herein or in the Indenture upon or reserved to the Trustee or to the Holder hereof 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 thereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder or under the Indenture, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


THE HOLDER OF THIS
NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER, THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY
APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN
EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED UNDER THE INDENTURE.


 


AS PROVIDED IN THE
INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 






    Exh. H-6-6 


     


    

 


IN WITNESS WHEREOF, the
Issuer has caused this Note to be duly executed.





 


Dated as of August 15,
2019


 





	 	STWD 2019-FL1, LTD., as Issuer
	 	 	 
	 	 	 
	 	By:   	 
	 	 	Name:
	 	 	Title:




 






    Exh. H-6-7 


     


    

   


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 








	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Authenticating Agent
	 	 	 
	 	 	                     
		By:    	
	 	Name:
	 	Title:





 






    Exh. H-6-8 


     


    




 


ASSIGNMENT FORM


 





	For value received	 	 




 


hereby sell, assign and
transfer unto


 





		 	 



 








		 	 



Please insert social security or

other identifying number of assignee


 


Please print or type name

and address, including zip code,

of assignee:


 


 


 


 


 


 


 


 


 


the within Note and does hereby irrevocably
constitute and appoint ____________________ Attorney to transfer the Note on the books of the Issuer with full power of substitution
in the premises.


 


	Date:	 	Your Signature:	 
		 	 	(Sign exactly as your name appears on this Note)




  






    Exh. H-6-9 


     


    

  


EXHIBIT I-1


 


FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM A RULE 144A

GLOBAL NOTE OR DEFINITIVE NOTE TO A REGULATION S GLOBAL NOTE



(Transfers pursuant to Article 2 of the Indenture)


 


Wells Fargo Bank, National Association, as Note Administrator

600 South Fourth Street, 7th Floor

MAC N9300–070

Minneapolis, Minnesota 55479

Attention: Note Transfers – STWD 2019-FL1


 


Wells Fargo Bank, National Association, as Note Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – STWD 2019-FL1


 


		Re:	STWD 2019-FL1, Ltd., as Issuer, and STWD 2019-FL1, LLC, as Co-Issuer of: the Class [___] Notes,
Due 2038 (the “Transferred Notes”)



 


Reference is hereby
made to the Indenture, dated as of August 15, 2019 (the “Indenture”) by and among STWD 2019-FL1, Ltd.,
as Issuer, and STWD 2019-FL1, LLC, as Co-Issuer of the Notes, Wells Fargo Bank, National Association, as Note Administrator (the
“Note Administrator”), paying agent, calculation agent, transfer agent, authenticating agent, custodian
and backup advancing agent, Wilmington Trust, National Association, as Trustee (the “Trustee”), and Starwood
Property Mortgage, L.L.C., as Advancing Agent. Capitalized terms used but not defined herein will have the meanings assigned to
such terms in the Indenture and if not defined in the Indenture then such terms will have the meanings assigned to them in Regulation
S (“Regulation S”), or Rule 144A (“Rule 144A”), under the Securities Act of
1933, as amended (the “Securities Act”), and the rules promulgated thereunder.


 


This letter relates
to the transfer of $[______] aggregate principal amount of Class [___] Notes being transferred for an equivalent beneficial interest
in a Regulation S Global Note of the same Class in the name of [name of transferee] (the “Transferee”).


 


In connection with
such request, the Transferee hereby certifies that such transfer has been effected in accordance with the transfer restrictions
set forth in the Indenture and the Offering Memorandum dated July 26, 2019, and hereby represents, warrants and agrees for the
benefit of the Issuer, the Co-Issuer, the Note Administrator, the Trustee, the Collateral Manager and their counsel that:


 


(i)     
at the time the buy order was originated, the Transferee was outside the United States;


  


(ii)    
the Transferee is not a U.S. Person (“U.S. Person”), as defined in Regulation S;


 






    Exh. I-1-1 


     


    

 


(iii)     
the transfer is being made in an “offshore transaction” (“Offshore Transaction”),
as defined in Regulation S, pursuant to Rule 903 or 904 of Regulation S;


  


(iv)     
the Transferee will notify future transferees of the transfer restrictions;


  


(v)     
the Transferee understands that the Notes, including the Transferred Notes, are being offered only in a transaction not
involving any public offering in the United States within the meaning of the Securities Act, the Notes, including the Transferred
Notes, have not been and will not be registered or qualified under the Securities Act or the securities laws of any state or other
jurisdiction, and, if in the future the owner decides to reoffer, resell, pledge or otherwise transfer the Transferred Notes, such
Transferred Notes may only be reoffered, resold, pledged or otherwise transferred only in accordance with the Indenture and the
legend on such Transferred Notes. The Transferee acknowledges that no representation is made by the Issuer, the Co-Issuer or the
Placement Agents, as the case may be, as to the availability of any exemption from registration or qualification under the Securities
Act or any state or other securities laws for resale of the Transferred Notes;


  


(vi)     
the Transferee is not purchasing the Transferred Notes with a view to the resale, distribution or other disposition thereof
in violation of the Securities Act or the securities laws of any state or other jurisdiction. The Transferee understands that an
investment in the Transferred Notes involves certain risks, including the risk of loss of all or a substantial part of its investment
under certain circumstances. The Transferee has had access to such financial and other information concerning the Issuer, the Co-Issuer
and the Transferred Notes as it deemed necessary or appropriate in order to make an informed investment decision with respect to
its purchase of the Transferred Notes, including, without limitation, an opportunity to ask questions of and request information
from the Collateral Manager, the Placement Agents, the Issuer and the Co-Issuer, including without limitation, an opportunity to
access to such legal and tax representation as the Transferee deemed necessary or appropriate;


   


(vii)     in connection with the purchase of the Transferred Notes: (A) none of the Issuer, the Co-Issuer, the Placement Agents, the
Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, or any of their respective affiliates is acting
as a fiduciary or financial or investment adviser for the Transferee; (B) the Transferee is not relying (for purposes of making
any investment decision or otherwise) upon any written or oral advice, counsel or representations of the Issuer, the Co-Issuer,
the Placement Agents, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee, or any of
their respective affiliates, other than any statements in the final offering memorandum relating to such Transferred Notes and
any representations expressly set forth in a written agreement with such party; (C) the Transferee has read and understands the
final offering memorandum relating to the Transferred Notes (including, without limitation, the descriptions therein of the structure
of the transaction in which the Transferred Notes are being issued and the risks to purchasers of the Notes); (D) none of the Issuer,
the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates has given to the Transferee (directly or indirectly through any other person) any assurance,
guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect,
consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of the Transferee’s purchase
of the Transferred Notes; (E) the Transferee has consulted with its own legal, regulatory, tax, business, investment, financial,
accounting and other advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions
regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such
advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral
Manager, the Note Administrator, the Trustee, the Servicer, the Special Servicer or any of their respective affiliates; (F) the
Transferee will hold and transfer at least the minimum denomination of such Transferred Notes; (G) the Transferee was not formed
for the purpose of investing in the Transferred Notes; and (H) the Transferee is purchasing the Transferred Notes with a full understanding
of all of the terms, conditions and risks thereof (economic and otherwise), and is capable of assuming and willing to assume (financially
and otherwise) these risks;


 






    Exh. I-1-2 


     


    

 


(viii)   
the Transferee understands that the Transferred Notes will bear the applicable legend set forth on such Transferred Notes;


  


(ix)     
the Transferee represents and agrees that (a) it is not and will not be, and is not acting on behalf of or using any assets
of any person that is or will become, an “employee benefit plan” (as defined in Section 3(3) of ERISA)
subject to the fiduciary responsibility provisions of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1)
of the Code) that is subject to Section 4975 of the Code, any other employee benefit plan which is subject to any federal,
state, local or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar
Law”) or any entity whose underlying assets are deemed to include “plan assets” by reason of any such
employee benefit plan’s or plan’s investment in the entity or otherwise (any of the foregoing, a “Plan”)
or (b) in the case of the Offered Notes, its acquisition, holding and disposition of the Transferred Notes do not and will not
constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or, in the
case of a Plan subject to Similar Law, a non-exempt violation of Similar Law;


  


(x)     
except to the extent permitted by the Securities Act and any rules thereunder as in effect and applicable at the time of
any such offer, the Transferee will not, at any time, offer to buy or offer to sell the Transferred Notes by any form of general
solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published
in any newspaper, magazine or similar medium or broadcast over television or radio or at a seminar or meeting whose attendees have
been invited by general solicitations or advertising;


  


(xi)     
the Transferee is not a member of the public in the Cayman Islands, within the meaning of Section 175 of the Cayman
Islands Companies Law (2018 Revision);


  


(xii)     the
Transferee acknowledges that the obligations under the Transferred Notes are limited recourse obligations of the Issuer payable
solely from the Collateral in accordance with the Indenture, and following realization of the Collateral in accordance with the
Indenture, all claims of Noteholders shall be extinguished and shall not thereafter revive;


   






    Exh. I-1-3 


     


    

   


(xiii)    the Transferee acknowledges that the Issuer is subject to anti-money laundering legislation in the Cayman Islands. Accordingly,
if Notes are issued in the form of certificated Notes, the Issuer may, except in relation to certain categories of institutional
investors, require a detailed verification of a Transferee’s identity and the source of the payment used by such Transferee
for purchasing the Notes. The laws of other major financial centers may impose similar obligations upon the Issuer;


  


(xiv)    the Transferee understands that (A) the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee
or the Paying Agent will require certification acceptable to them (1) as a condition to the payment of principal of and interest
on any Notes without, or at a reduced rate of, U.S. withholding or backup withholding tax, and (2) to enable the Issuer, the Co-Issuer,
the Collateral Manager, the Note Administrator, the Trustee and the Paying Agent to determine their duties and liabilities with
respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments in respect of such Notes
or the holder of such Notes under any present or future law or regulation of the Cayman Islands or the United States 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, which 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); (B) the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee
or the Paying Agent may require certification acceptable to them 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 assets; (C) the Issuer, the Co-Issuer, the Collateral
Manager, the Note Administrator, the Trustee or the Paying Agent will require the Transferee to provide the Issuer, the Co-Issuer,
the Collateral Manager, the Note Administrator, the Trustee or the Paying Agent with any correct, complete and accurate information
that may be required for the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the Paying Agent to comply with FATCA
(or the Cayman FATCA Legislation and/or CRS (including providing the Issuer or its agents with a properly completed and executed
“Entity Self-Certification Form” or “Individual Self-Certification Form” (in the forms published by the
Cayman Islands Department for International Tax Cooperation, which forms can be obtained at http://www.tia.gov.ky/pdf/CRS_Legislation.pdf))
requirements and will take any other actions necessary for the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator,
the Trustee or the Paying Agent to comply with FATCA (or the Cayman FATCA Legislation) and/or CRS requirements and, in the event
the Transferee fails to provide such information or take such actions, (1) the Issuer, the Co-Issuer, the Collateral Manager, the
Note Administrator, the Trustee and the Paying Agent are authorized to withhold amounts otherwise distributable to the Transferee
as compensation for any amount withheld from payments to the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the
Paying Agent as a result of such failure, (2) to the extent necessary to avoid an adverse effect on the Issuer or any other holder
of Notes as a result of such failure, the Transferee may be compelled to sell its Notes or, if the Transferee does not sell its
Notes within 10 business days after notice from the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the Paying Agent,
such Notes may be sold at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds
of such sale (taking into account any taxes incurred by the Issuer in connection with such sale) to the Transferee as payment in
full for such Notes and (3) the Issuer may also assign each such Note a separate CUSIP or CUSIPs in the Issuer’s sole discretion;
(D) if the Transferee is a “foreign financial institution” or other foreign financial entity subject to FATCA or CRS
(as the case may be) and does not provide the Issuer, Co-Issuer, the Collateral Manager, Note Administrator, the Trustee or Paying
Agent with evidence that it has complied with the applicable FATCA and/or CRS requirements, the Issuer, Co-Issuer, Note Administrator,
Trustee or Paying Agent may be required to withhold amounts under FATCA on payments to the Transferee; and (E) the Transferee
agrees to provide any certification requested pursuant to this paragraph and to update or replace such form or certification in
accordance with its terms or its subsequent amendments;


 






    Exh. I-1-4 


     


    

 


(xv)     the
Transferee acknowledges that it is its intent and that it understands it is the intent of the Issuer that, for purposes of U.S.
federal, state and local income and franchise tax and any other income taxes, for so long as Sub-REIT or a direct or indirect
wholly-owned disregarded subsidiary of Sub-REIT (or a subsequent REIT) owns 100% of the Retained Securities and the Issuer Ordinary
Shares, the Issuer will be treated as a Qualified REIT Subsidiary and the Offered Notes will be treated as indebtedness solely
of Sub-REIT or such subsequent REIT; the Transferee agrees to such treatment and agrees to take no action inconsistent with such
treatment;


  


(xvi)    if the Transferee is not a “United States person” (as defined in Section 7701(a)(30) of the Code),
it hereby represents that (i) either (A) it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), a 10% shareholder of the Issuer within
the meaning of Section 871(h)(3) of the Code or a controlled foreign corporation within the meaning of Section 957(a)
of the Code that is related to the Issuer within the meaning of Section 881(c)(3) of the Code, or (B) it is a person that has provided
a Form W-8BEN-E indicating that it is eligible for benefits under an income tax treaty with the United States that completely eliminates
U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States, and (ii)
it is not purchasing the Notes in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan;


  


(xvii)   the Transferee understands that the Notes have not been approved or disapproved by the SEC or any other governmental authority
or agency or any jurisdiction and that neither the SEC nor any other governmental authority or agency has passed upon the adequacy
or accuracy of the final offering memorandum relating to the Notes. The Transferee further understands that any representation
to the contrary is a criminal offense;


  






    Exh. I-1-5 


     


    

  


(xviii)  the Transferee will, prior to any sale, pledge or other transfer by such Transferee of any Note (or interest therein), obtain
from the prospective transferee, and deliver to the Note Administrator, a duly executed transferee certificate addressed to each
of the Note Administrator, the Trustee, the Issuer, the Co-Issuer, the Collateral Manager, the Servicer and the Special Servicer
in the form of the relevant exhibit attached to the Indenture, and such other certificates and other information as the Issuer,
the Co-Issuer, the Collateral Manager, the Servicer, the Note Administrator or the Trustee may reasonably require to confirm that
the proposed transfer complies with the transfer restrictions contained in the Indenture;


  


(xix)     the
Transferee agrees that no Note may be purchased, sold, pledged or otherwise transferred in an amount less than the minimum denomination
set forth in the Indenture. In addition, the Transferee understands that the Notes will be transferable only upon registration
of the transferee in the note register of the Issuer following delivery to Wells Fargo Bank, National Association (in such capacity,
the “Note Registrar”) of a duly executed transfer certificate and any other certificates and other information
required by the Indenture;


  


(xx)     
the Transferee is aware and agrees that no Note (or beneficial interest therein) may be reoffered, resold, pledged or otherwise
transferred except to a person that is (i) both (a) either (1) a “qualified institutional buyer,” as defined in Rule
144A, who purchases such Notes in reliance on the exemption from Securities Act registration provided by Rule 144A, or (2) solely
in the case of Notes that are issued in the form of Definitive Notes, an institution that is an “accredited investor”
as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, or an entity in which all of the equity
owners are such “accredited investors,” and (b) a Qualified Purchaser; or (ii) not a “U.S. person” as defined
in Regulation S, and is acquiring the Notes in an “offshore transaction” as defined in Regulation S, in reliance on
the exemption from registration provided by Regulation S. The Transferee acknowledges that no representation is made as to the
availability of any exemption from registration or qualification under the Securities Act or any state or other securities laws
for resale of the Notes;


 


(xxi)    the Transferee understands that there is no secondary market for the Notes and that no assurances can be given as to the liquidity
of any trading market for the Notes and that it is unlikely that a trading market for the Notes will develop. The Transferee further
understands that, although the Placement Agents may from time to time make a market in the Notes, the Placement Agents are not
under any obligation to do so and, following the commencement of any market-making, may discontinue the same at any time. Accordingly,
the Transferee must be prepared to hold the Notes until the Stated Maturity Date;


  


(xxii)    the
Transferee agrees that (i) any sale, pledge or other transfer of a Note (or any beneficial interest therein) made in violation
of the transfer restrictions contained in the Indenture, or made based upon any false or inaccurate representation made by the
Transferee or a transferee to the Issuer, the Note Administrator, the Trustee or the Note Registrar, will be void and of no force
or effect and (ii) none of the Issuer, the Note Administrator, the Trustee and the Note Registrar has any obligation to recognize
any sale, pledge or other transfer of a Note (or any beneficial interest therein) made in violation of any such transfer restriction
or made based upon any such false or inaccurate representation;


  






    Exh. I-1-6 


     


    




 


(xxiii)   the
Transferee approves and consents to any direct trades between the Issuer, the Collateral Manager and the Trustee and/or its affiliates
that is permitted under the terms of the Indenture and the Servicing Agreement;


  


(xxiv)  the
Transferee acknowledges that the Issuer, the Co-Issuer, the Note Administrator, the Trustee, the Note Registrar, the Servicer,
the Placement Agents, the Collateral Manager and others will rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements and agrees that, if any of the acknowledgments, representations or warranties made or deemed to
have been made by it in connection with its purchase of the Notes are no longer accurate, the Transferee will promptly notify
the Issuer, the Co-Issuer, the Trustee, the Note Administrator, Note Registrar, the Servicer, the Collateral Manager and the Placement
Agents; and


  


(xxv)   the Notes will bear a legend to the following effect unless the Issuer and the Co-Issuer determine otherwise in compliance
with applicable law:


 


THIS NOTE HAS NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR
THE CO-ISSUER HAS BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON
THAT IS BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE
NOTE, A QIB OR AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7)
OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS,
AND (2) A QUALIFIED PURCHASER, IN EACH CASE IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN
EXCESS THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE
INDENTURE; OR (II) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,”
AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR
RULE 904 (AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS
THEREOF), SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF
THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR, THE TRUSTEE
OR ANY INTERMEDIARY. IF AT ANY TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH
BENEFICIAL INTEREST IN SUCH GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE,
THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT
SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. I-1-7 


     


    

 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS
NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 


THE OWNER UNDERSTANDS
AND AGREES THAT AN ADDITIONAL LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM WILL BE PLACED ON EACH NOTE IN THE FORM OF A REGULATION
S GLOBAL NOTE:


 


AN INTEREST IN THIS
NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME. IN ADDITION,
AN INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM, LUXEMBOURG AT ANY TIME.


 






    Exh. I-1-8 


     


    

 


You, the Trustee,
the Issuer, the Co-Issuer, the Collateral Manager and the Note Administrator are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


 


	 	[Name of Transferee]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 	 
	cc:	[______]	 	 
	 	[______]	 	 



 






    Exh. I-1-9 


     


    




 


EXHIBIT I-2


 


FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM A REGULATION S

GLOBAL NOTE OR DEFINITIVE NOTE TO A RULE 144A GLOBAL NOTE



(Transfers pursuant to Article 2 of the Indenture)


 


Wells Fargo Bank, National Association, as Note Administrator

600 South Fourth Street, 7th Floor

MAC N9300–070

Minneapolis, Minnesota 55479

Attention: Note Transfers – STWD 2019-FL1


 


Wells Fargo Bank, National Association, as Note Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – STWD 2019-FL1


 


		Re:	STWD 2019-FL1, Ltd., as Issuer, and STWD 2019-FL1, LLC, as Co-Issuer of: the Class [___] Notes,
Due 2038 (the “Transferred Notes”)



 


Reference is hereby
made to the Indenture dated as of August 15, 2019 (the “Indenture”), by and among STWD 2019-FL1, Ltd.,
as Issuer, and STWD 2019-FL1, LLC, as Co-Issuer of the Notes, Wells Fargo Bank, National Association, as Note Administrator (the
“Note Administrator”), paying agent, calculation agent, transfer agent, authenticating agent, custodian
and backup advancing agent, Wilmington Trust, National Association, as Trustee (the “Trustee”), and Starwood
Property Mortgage, L.L.C., as Advancing Agent. Capitalized terms used but not defined herein will have the meanings assigned to
such terms in the Indenture and if not defined in the Indenture then such terms will have the meanings assigned to them in Regulation
S (“Regulation S”), or Rule 144A (“Rule 144A”), under the Securities Act of
1933, as amended (the “Securities Act”), and the rules promulgated thereunder.


 


This letter relates
to the transfer of $[______] aggregate principal amount of Class [___] Notes being transferred in exchange for an equivalent beneficial
interest in a Rule 144A Global Note of the same Class in the name of [name of transferee] (the “Transferee”).


 


In connection with
such request, the Transferee hereby certifies that such transfer has been effected in accordance with the transfer restrictions
set forth in the Indenture and the Offering Memorandum dated July 26, 2019 and hereby represents, warrants and agrees for the benefit
of the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator and the Trustee that:


 


(i)     
the Transferee is both (A) a “qualified institutional buyer” as defined in Rule 144A (a “QIB”)
and (B) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended;


 


(ii)    
(A) the Transferee is acquiring a beneficial interest in such Transferred Notes for its own account or for an account that
is a QIB and as to each of which the Transferee exercises sole investment discretion, and (B) the Transferee and each such account
is acquiring not less than the minimum denomination of the Transferred Notes;


 






    Exh. I-2-1 


     


    

  


(iii)     
the Transferee will notify future transferees of the transfer restrictions;


 


(iv)     
the Transferee is obtaining the Transferred Notes in a transaction pursuant to Rule 144A;


 


(v)     
the Transferee is obtaining the Transferred Notes in accordance with any applicable securities laws of any state of the
United States and any other applicable jurisdiction;


 


(vi)     
the Transferee understands that the Notes, including the Transferred Notes, are being offered only in a transaction not
involving any public offering in the United States within the meaning of the Securities Act, the Notes, including the Transferred
Notes, have not been and will not be registered or qualified under the Securities Act or the securities laws of any state or other
jurisdiction, and, if in the future the owner decides to reoffer, resell, pledge or otherwise transfer the Transferred Notes, such
Transferred Notes may only be reoffered, resold, pledged or otherwise transferred only in accordance with the Indenture and the
legend on such Transferred Notes. The Transferee acknowledges that no representation is made by the Issuer, the Co-Issuer or the
Placement Agents, as the case may be, as to the availability of any exemption from registration or qualification under the Securities
Act or any state or other securities laws for resale of the Transferred Notes;


 


(vii)     
the Transferee is not purchasing the Transferred Notes with a view to the resale, distribution or other disposition thereof
in violation of the Securities Act or the securities laws of any state or other jurisdiction. The Transferee understands that an
investment in the Transferred Notes involves certain risks, including the risk of loss of all or a substantial part of its investment
under certain circumstances. The Transferee has had access to such financial and other information concerning the Issuer, the Co-Issuer
and the Transferred Notes as it deemed necessary or appropriate in order to make an informed investment decision with respect to
its purchase of the Transferred Notes, including, without limitation, an opportunity to ask questions of and request information
from the Servicer, the Collateral Manager, the Placement Agents, the Issuer and the Co-Issuer, including without limitation, an
opportunity to access to such legal and tax representation as the Transferee deemed necessary or appropriate;


 


(viii)     
in connection with the purchase of the Transferred Notes: (A) none of the Issuer, the Co-Issuer, the Placement Agents, the
Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee, or any of their respective affiliates
is acting as a fiduciary or financial or investment adviser for the Transferee; (B) the Transferee is not relying (for purposes
of making any investment decision or otherwise) upon any written or oral advice, counsel or representations of the Issuer, the
Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final offering memorandum relating to such Transferred
Notes and any representations expressly set forth in a written agreement with such party; (C) the Transferee has read and understands
the final offering memorandum relating to the Transferred Notes (including, without limitation, the descriptions therein of the
structure of the transaction in which the Transferred Notes are being issued and the risks to purchasers of the Notes); (D) none
of the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator,
the Trustee, or any of their respective affiliates has given to the Transferee (directly or indirectly through any other person)
any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance,
result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of the Transferee’s
purchase of the Transferred Notes; (E) the Transferee has consulted with its own legal, regulatory, tax, business, investment,
financial, accounting and other advisers to the extent it has deemed necessary, and it has made its own investment decisions (including
decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice
from such advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Co-Issuer, the Placement Agents,
the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee, or any of their respective affiliates;
(F) the Transferee will hold and transfer at least the minimum denomination of such Transferred Notes; (G) the Transferee
was not formed for the purpose of investing in the Transferred Notes; and (H) the Transferee is purchasing the Transferred
Notes with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and is capable of assuming
and willing to assume (financially and otherwise) these risks;


 






    Exh. I-2-2 


     


    

 





(ix)     
the Transferee understands that the Transferred Notes will bear the applicable legend set forth on such Transferred Notes;


 


(x)     
the Transferee represents and agrees that (a) it is not and will not be, and is not acting on behalf of or using any assets
of any person that is or will become, an “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to the
fiduciary responsibility provisions of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Code) that
is subject to Section 4975 of the Code, any other employee benefit plan which is subject to any federal, state, local or other
law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”)
or any entity whose underlying assets are deemed to include “plan assets” by reason of any such employee benefit plan’s
or plan’s investment in the entity or otherwise (any of the foregoing, a “Plan”) or (b) in the
case of the Offered Notes, its acquisition, holding and disposition of the Transferred Notes do not and will not constitute or
give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or, in the case of a Plan
subject to Similar Law, a non-exempt violation of Similar Law;


 


(xi)     
except to the extent permitted by the Securities Act and any rules thereunder as in effect and applicable at the time of
any such offer, the Transferee will not, at any time, offer to buy or offer to sell the Transferred Notes by any form of general
solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published
in any newspaper, magazine or similar medium or broadcast over television or radio or at a seminar or meeting whose attendees have
been invited by general solicitations or advertising;


 






    Exh. I-2-3 


     


    

 


(xii)     
the Transferee is not a member of the public in the Cayman Islands, within the meaning of Section 175 of the Cayman Islands
Companies Law (2018 Revision);


 


(xiii)     the Transferee acknowledges that the Transferred Notes are limited recourse obligations of the Issuer payable solely from
the Collateral in accordance with the Indenture, and following realization of the Collateral in accordance with the Indenture,
all claims of Noteholders shall be extinguished and shall not thereafter revive;


 


(xiv)    the Transferee acknowledges that the Issuer is subject to anti-money laundering legislation in the Cayman Islands. Accordingly,
if Notes are issued in the form of certificated Notes, the Issuer may, except in relation to certain categories of institutional
investors, require a detailed verification of a Transferee’s identity and the source of the payment used by such Transferee
for purchasing the Notes. The laws of other major financial centers may impose similar obligations upon the Issuer;


 


(xv)     
the Transferee understands that (A) the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee
or the Paying Agent will require certification acceptable to them (1) as a condition to the payment of principal of and interest
on any Notes without, or at a reduced rate of, U.S. withholding or backup withholding tax, and (2) to enable the Issuer, the Co-Issuer,
the Collateral Manager, the Note Administrator, the Trustee and the Paying Agent to determine their duties and liabilities with
respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments in respect of such Notes
or the holder of such Notes under any present or future law or regulation of the Cayman Islands or the United States 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, which 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); (B) the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee
or the Paying Agent may require certification acceptable to them 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 assets; (C) the Issuer, the Co-Issuer, the Collateral
Manager, the Note Administrator, the Trustee or the Paying Agent will require the Transferee to provide the Issuer, the Co-Issuer,
the Collateral Manager, the Note Administrator, the Trustee or the Paying Agent with any correct, complete and accurate information
that may be required for the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the Paying Agent to comply with FATCA
(or the Cayman FATCA Legislation and/or CRS (including providing the Issuer or its agents with a properly completed and executed
“Entity Self-Certification Form” or “Individual Self-Certification Form” (in the forms published by the
Cayman Islands Department for International Tax Cooperation, which forms can be obtained at http://www.tia.gov.ky/pdf/CRS_Legislation.pdf))
requirements and will take any other actions necessary for the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator,
the Trustee or the Paying Agent to comply with FATCA (or the Cayman FATCA Legislation) and/or CRS requirements and, in the event
the Transferee fails to provide such information or take such actions, (1) the Issuer, the Co-Issuer, the Collateral Manager, the
Note Administrator, the Trustee and the Paying Agent are authorized to withhold amounts otherwise distributable to the Transferee
as compensation for any amount withheld from payments to the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the
Paying Agent as a result of such failure, (2) to the extent necessary to avoid an adverse effect on the Issuer or any other holder
of Notes as a result of such failure, the Transferee may be compelled to sell its Notes or, if the Transferee does not sell its
Notes within 10 business days after notice from the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the Paying Agent,
such Notes may be sold at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds
of such sale (taking into account any taxes incurred by the Issuer in connection with such sale) to the Transferee as payment in
full for such Notes and (3) the Issuer may also assign each such Note a separate CUSIP or CUSIPs in the Issuer’s sole discretion;
(D) if the Transferee is a “foreign financial institution” or other foreign financial entity subject to FATCA or CRS
(as the case may be) and does not provide the Issuer, Co-Issuer, the Collateral Manager, Note Administrator, the Trustee, or Paying
Agent with evidence that it has complied with the applicable FATCA and/or CRS requirements, the Issuer, Co-Issuer, Note Administrator,
Trustee, or Paying Agent may be required to withhold amounts under FATCA on payments to the Transferee; and (E) the Transferee
agrees to provide any certification requested pursuant to this paragraph and to update or replace such form or certification in
accordance with its terms or its subsequent amendments;


 






    Exh. I-2-4 


     


    

 


(xvi)     the
Transferee acknowledges that it is its intent and that it understands it is the intent of the Issuer that, for purposes of U.S.
federal, state and local income and franchise tax and any other income taxes, for so long as Sub-REIT or a direct or indirect
wholly-owned disregarded subsidiary of Sub-REIT (or a subsequent REIT) owns 100% of the Retained Securities and the Issuer Ordinary
Shares, the Issuer will be treated as a Qualified REIT Subsidiary and the Offered Notes will be treated as indebtedness solely
of Sub-REIT or such subsequent REIT; the Transferee agrees to such treatment and agrees to take no action inconsistent with such
treatment;


 


(xvii)   if the Transferee is not a “United States person” (as defined in Section 7701(a)(30) of the
Code), it hereby represents that (i) either (A) it is not a bank extending credit pursuant to a loan agreement entered into in
the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), a 10% shareholder of the
Issuer within the meaning of Section 871(h)(3) of the Code or a controlled foreign corporation within the meaning of Section 957(a)
of the Code that is related to the Issuer within the meaning of Section 881(c)(3) of the Code, or (B) it is a person that has provided
a Form W-8BEN-E indicating that it is eligible for benefits under an income tax treaty with the United States that completely eliminates
U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States, and (ii)
it is not purchasing the Notes in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan;


 






    Exh. I-2-5 


     


    

 


(xviii)  the
Transferee understands that the Notes have not been approved or disapproved by the SEC or any other governmental authority or
agency or any jurisdiction and that neither the SEC nor any other governmental authority or agency has passed upon the adequacy
or accuracy of the final offering memorandum relating to the Notes. The Transferee further understands that any representation
to the contrary is a criminal offense;


 


(xix)    the
Transferee will, prior to any sale, pledge or other transfer by such Transferee of any Note (or interest therein), obtain from
the prospective transferee, and deliver to the Note Administrator, a duly executed transferee certificate addressed to each of
the Note Administrator, the Trustee, the Issuer, the Co-Issuer, the Collateral Manager, the Servicer and the Special Servicer
in the form of the relevant exhibit attached to the Indenture, and such other certificates and other information as the Issuer,
the Co-Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator or the Trustee may reasonably
require to confirm that the proposed transfer complies with the transfer restrictions contained in the Indenture;


 


(xx)     
the Transferee agrees that no Note may be purchased, sold, pledged or otherwise transferred in an amount less than the minimum
denomination set forth in the Indenture. In addition, the Transferee understands that the Notes will be transferable only upon
registration of the transferee in the note register of the Issuer following delivery to Wells Fargo Bank, National Association
(in such capacity, the “Note Registrar”) of a duly executed transfer certificate and any other certificates
and other information required by the Indenture;


 


(xxi)     
the Transferee is aware and agrees that no Note (or beneficial interest therein) may be reoffered, resold, pledged or otherwise
transferred except to a person that is (a) both (1) either (A) a QIB who purchases such Notes in reliance on the exemption from
Securities Act registration provided by Rule 144A, or (B) solely in the case of Notes that are issued in the form of Definitive
Notes, an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act, or an entity in which all of the equity owners are such “accredited investors,” and (2)
a Qualified Purchaser; or (b) not a “U.S. person” as defined in Regulation S, and is acquiring the Notes in an “offshore
transaction” as defined in Regulation S, in reliance on the exemption from registration provided by Regulation S. The Transferee
acknowledges that no representation is made as to the availability of any exemption from registration or qualification under the
Securities Act or any state or other securities laws for resale of the Notes;


 


(xxii)     
the Transferee understands that there is no secondary market for the Notes and that no assurances can be given as to the
liquidity of any trading market for the Notes and that it is unlikely that a trading market for the Notes will develop. The Transferee
further understands that, although the Placement Agents may from time to time make a market in the Notes, the Placement Agents
are not under any obligation to do so and, following the commencement of any market-making, may discontinue the same at any time.
Accordingly, the Transferee must be prepared to hold the Notes until the Stated Maturity Date;


 






    Exh. I-2-6 


     


    

 


(xxiii)     
the Transferee agrees that (i) any sale, pledge or other transfer of a Note (or any beneficial interest therein) made in
violation of the transfer restrictions contained in the Indenture, or made based upon any false or inaccurate representation made
by the Transferee or a transferee to the Issuer, the Note Administrator, the Trustee or the Note Registrar, will be void and of
no force or effect and (ii) none of the Issuer, the Note Administrator, the Trustee and the Note Registrar has any obligation to
recognize any sale, pledge or other transfer of a Note (or any beneficial interest therein) made in violation of any such transfer
restriction or made based upon any such false or inaccurate representation;


 


(xxiv)     
the Transferee approves and consents to any direct trades between the Issuer, the Collateral Manager and the Trustee and/or
its affiliates that is permitted under the terms of the Indenture;


 


(xxv)     
the Transferee acknowledges that the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee,
the Note Registrar, the Servicer, the Placement Agents and others will rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements and agrees that, if any of the acknowledgments, representations or warranties made or deemed to
have been made by it in connection with its purchase of the Notes are no longer accurate, the Transferee will promptly notify the
Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee, the Note Registrar, the Servicer and the Placement
Agents; and


 


(xxvi)     
the Notes will bear a legend to the following effect unless the Issuer and the Co-Issuer determine otherwise in compliance
with applicable law:


 


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR
THE CO-ISSUER HAS BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON
THAT IS BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE
NOTE, A QIB OR AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7)
OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED
INVESTORS, AND (2) A QUALIFIED PURCHASER, IN EACH CASE IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES
OF $500 IN EXCESS THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED
IN THE INDENTURE; OR (II) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,”
AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR
RULE 904 (AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS
THEREOF), SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF
THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE TRUSTEE, THE NOTE ADMINISTRATOR,
OR ANY INTERMEDIARY. IF AT ANY TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH
BENEFICIAL INTEREST IN SUCH GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE,
THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT
SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. I-2-7 


     


    

 


ANY TRANSFER, PLEDGE
OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO. HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
NEW YORK, NEW YORK, TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO.).


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY
OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


PRINCIPAL OF THIS NOTE
IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.


 






    Exh. I-2-8 


     


    

 


You, the Trustee,
the Issuer, the Co-Issuer, the Collateral Manager and the Note Administrator are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


 


	 	[Name of Transferee]
	 	 	 
		By:	       
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 	 
	cc:	[______]	 	 
	 	[______]	 	 



 






    Exh. I-2-9 


     


    








 


EXHIBIT I-3


 


FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM A REGULATION S

GLOBAL SECURITY, RULE 144A GLOBAL NOTE OR

DEFINITIVE NOTE TO A DEFINITIVE NOTE


 


(Transfers pursuant to Article 2 of the Indenture)


 


Wells Fargo Bank, National Association, as Note Administrator

600 South Fourth Street, 7th Floor

MAC N9300–070

Minneapolis, Minnesota 55479

Attention: Note Transfers – STWD 2019-FL1


 


Wells Fargo Bank, National Association, as Note Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – STWD 2019-FL1


 


		Re:	STWD 2019-FL1, Ltd., as Issuer, and STWD 2019-FL1, LLC, as Co-Issuer of: the Class [___] Notes,
Due 2038 (the “Transferred Notes)



 





Reference is hereby
made to the Indenture dated as of August 15, 2019 (the “Indenture”), by and among STWD 2019-FL1, Ltd.,
as Issuer, and STWD 2019-FL1, LLC, as Co-Issuer of the Notes, Wells Fargo Bank, National Association, as Note Administrator (the
“Note Administrator”), paying agent, calculation agent, transfer agent, authenticating agent, custodian
and backup advancing agent, Wilmington Trust, National Association, as Trustee (the “Trustee”), and Starwood
Property Mortgage, L.L.C., as Advancing Agent. Capitalized terms used but not defined herein will have the meanings assigned to
such terms in the Indenture and if not defined in the Indenture then such terms will have the meanings assigned to them in Regulation
S (“Regulation S”), or Rule 144A (“Rule 144A”), under the Securities Act of
1933, as amended (the “Securities Act”), and the rules promulgated thereunder.


 


This letter relates
to the transfer of $[______] aggregate principal amount of Class [___] Notes being transferred in exchange for a Definitive Note
of the same Class in the name of [name of transferee] (the “Transferee”).


 


In connection with
such request, the Transferee hereby certifies that such transfer has been effected in accordance with the transfer restrictions
set forth in the Indenture and the Offering Memorandum dated July 26, 2019 and hereby represents, warrants and agrees for
the benefit of the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator and the Trustee that:


 


(i)     
the Transferee is both (A) a QIB (as defined below) or an institution that is an “accredited investor” as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an “IAI”), or an entity
in which all of the equity owners are such “accredited investors” and (B) a “qualified purchaser” as defined
in Section 2(a)(51) of the Investment Company Act of 1940, as amended;


 






    Exh. I-3-1


     


    







 


(ii)     
the Transferee is acquiring the Notes for its own account (and not for the account of any other Person) in a minimum denomination
of $100,000 and in integral multiples of $500 in excess thereof;


 


(iii)     
the Transferee understands that the Notes have not been and will not be registered or qualified under the Securities Act
or the securities laws of any state or other jurisdiction, and, if in the future the Transferee decides to reoffer, resell, pledge
or otherwise transfer the Notes, such Notes may be reoffered, resold, pledged or otherwise transferred only in accordance with
the provisions of the Indenture and the legends on such Notes. In particular, the Transferee understands that the Notes may be
transferred only to a person that is (a) both (1) either (A) a “qualified institutional buyer” as defined in Rule
144A (a “QIB”), who purchases such Notes in reliance on the exemption from Securities Act registration
provided by Rule 144A, or (B) solely in the case of Notes that are issued in the form of Definitive Securities, a QIB or an
IAI, and (2) a Qualified Purchaser; or (b) not a “U.S. person” as defined in Regulation S (a “U.S. Person”),
and is acquiring the Notes in an “offshore transaction” as defined in Regulation S (an “Offshore Transaction”),
in reliance on the exemption from registration provided by Regulation S. The Transferee acknowledges that no representation is
made as to the availability of any exemption from registration or qualification under the Securities Act or any state or other
securities laws for resale of the Notes;


 


(iv)     
in connection with the Transferee’s purchase of the Notes: (a) none of the Issuer, the Co-Issuer, the Placement Agents,
the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee, or any of their respective affiliates
is acting as a fiduciary or financial or investment adviser for the Transferee; (b) the Transferee is not relying (for purposes
of making any investment decision or otherwise) upon any written or oral advice, counsel or representations of the Issuer, the
Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee,
or any of their respective affiliates, other than any statements in the final Offering Memorandum relating to such Notes and any
representations expressly set forth in a written agreement with such party; (c) the Transferee has read and understands the final
Offering Memorandum relating to such Notes (including, without limitation, the descriptions therein of the structure of the transaction
in which the Notes are being issued and the risks to purchasers of the Notes); (d) none of the Issuer, the Co-Issuer, the Placement
Agents, the Collateral Manager, the Servicer, the Special Servicer, the Note Administrator, the Trustee, or any of their respective
affiliates has given to the Transferee (directly or indirectly through any other person) any assurance, guarantee, or representation
whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit
(including legal, regulatory, tax, financial, accounting, or otherwise) of the Transferee’s purchase of the Notes; (e) the
Transferee has consulted with its own legal, regulatory, tax, business, investment, financial, accounting and other advisers to
the extent it has deemed necessary, and has made its own investment decisions (including decisions regarding the suitability of
any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed
necessary and not upon any view expressed by the Issuer, the Co-Issuer, the Placement Agents, the Collateral Manager, the Servicer,
the Special Servicer, the Note Administrator, the Trustee, or any of their respective affiliates; (f) the Transferee will hold
and transfer at least the minimum denomination of such Notes; (g) the Transferee was not formed for the purpose of investing in
the Notes; and (h) the Transferee is a sophisticated investor and is purchasing the Notes with a full understanding of all of the
terms, conditions and risks thereof, and it is capable of assuming and willing to assume those risks;


 






    Exh. I-3-2


     


    

 


(v)     
the Transferee is acquiring the Notes as principal solely for its own account for investment and not with a view to the
resale, distribution or other disposition thereof in violation of the Securities Act or the securities laws of any state or other
jurisdiction; it is not a (A) partnership, (B) common trust fund, or (C) special trust, pension, profit-sharing or other retirement
trust fund or plan in which the partners, beneficiaries or participants may designate the particular investments to be made; it
agrees that it shall not hold any Notes for the benefit of any other person, that it shall at all times be the sole beneficial
owner thereof for purposes of the 1940 Act and all other purposes and that it shall not sell participation interests in the Notes
or enter into any other arrangement pursuant to which any other person shall be entitled to a beneficial interest in the distributions
on the Notes;


 


(vi)     
the Transferee represents and agrees that (a) it is not and will not be, and is not acting on behalf of or using any assets
of any person that is or will become, an “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to the
fiduciary responsibility provisions of Title I of ERISA, a “plan” (as defined in Section 4975(e)(1) of the Code) that
is subject to Section 4975 of the Code, any other employee benefit plan which is subject to any federal, state, local or other
law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”)
or any entity whose underlying assets are deemed to include “plan assets” by reason of any such employee benefit plan’s
or plan’s investment in the entity or otherwise (any of the foregoing, a “Plan”) or (b) in the
case of the Offered Notes, its acquisition, holding and disposition of the Transferred Notes do not and will not constitute or
give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or, in the case of a Plan
subject to Similar Law, a non-exempt violation of Similar Law;


 


(vii)     
the Transferee understands that (A) the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee
or the Paying Agent will require certification acceptable to them (1) as a condition to the payment of principal of and interest
on any Notes without, or at a reduced rate of, U.S. withholding or backup withholding tax, and (2) to enable the Issuer, the Co-Issuer,
the Collateral Manager, the Note Administrator, the Trustee and the Paying Agent to determine their duties and liabilities with
respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments in respect of such Notes
or the holder of such Notes under any present or future law or regulation of the Cayman Islands or the United States 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, which 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); (B) the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator, the Trustee
or the Paying Agent may require certification acceptable to them 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 assets; (C) the Issuer, the Co-Issuer, the Collateral
Manager, the Note Administrator, the Trustee or the Paying Agent will require the Transferee to provide the Issuer, the Co-Issuer,
the Collateral Manager, the Note Administrator, the Trustee or the Paying Agent with any correct, complete and accurate information
that may be required for the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the Paying Agent to comply with FATCA
(or the Cayman FATCA Legislation and/or CRS (including providing the Issuer or its agents with a properly completed and executed
“Entity Self-Certification Form” or “Individual Self-Certification Form” (in the forms published by the
Cayman Islands Department for International Tax Cooperation, which forms can be obtained at http://www.tia.gov.ky/pdf/CRS_Legislation.pdf))
requirements and will take any other actions necessary for the Issuer, the Co-Issuer, the Collateral Manager, the Note Administrator,
the Trustee or the Paying Agent to comply with FATCA (or the Cayman FATCA Legislation) and/or CRS requirements and, in the event
the Transferee fails to provide such information or take such actions, (1) the Issuer, the Co-Issuer, the Collateral Manager, the
Note Administrator, the Trustee and the Paying Agent are authorized to withhold amounts otherwise distributable to the Transferee
as compensation for any amount withheld from payments to the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the
Paying Agent as a result of such failure, (2) to the extent necessary to avoid an adverse effect on the Issuer or any other holder
of Notes as a result of such failure, the Transferee may be compelled to sell its Notes or, if the Transferee does not sell its
Notes within 10 business days after notice from the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the Paying Agent,
such Notes may be sold at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds
of such sale (taking into account any taxes incurred by the Issuer in connection with such sale) to the Transferee as payment in
full for such Notes and (3) the Issuer may also assign each such Note a separate CUSIP or CUSIPs in the Issuer’s sole discretion;
(D) if the Transferee is a “foreign financial institution” or other foreign financial entity subject to FATCA or CRS
(as the case may be) and does not provide the Issuer, Co-Issuer, the Collateral Manager, Note Administrator, the Trustee or Paying
Agent with evidence that it has complied with the applicable FATCA and/or CRS requirements, the Issuer, Co-Issuer, Note Administrator,
Trustee or Paying Agent may be required to withhold amounts under FATCA on payments to the Transferee; and (E) the Transferee agrees
to provide any certification requested pursuant to this paragraph and to update or replace such form or certification in accordance
with its terms or its subsequent amendments;


 






    Exh. I-3-3


     


    

 


(viii)     
the Transferee acknowledges that it is its intent and that it understands it is the intent of the Issuer that, for purposes
of U.S. federal, state and local income and franchise tax and any other income taxes, for so long as Sub-REIT or a direct or indirect
wholly-owned disregarded subsidiary of Sub-REIT (or a subsequent REIT) owns 100% of the Retained Securities and the Issuer Ordinary
Shares, the Issuer will be treated as a Qualified REIT Subsidiary and the Offered Notes will be treated as indebtedness solely
of Sub-REIT or such subsequent REIT; the Transferee agrees to such treatment and agrees to take no action inconsistent with such
treatment;


 


(ix)     
if the Transferee is not a “United States person” (as defined in Section 7701(a)(30) of the Code),
it hereby represents that (i) either (A) it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), a 10% shareholder of the Issuer within
the meaning of Section 871(h)(3) of the Code or a controlled foreign corporation within the meaning of Section 957(a)
of the Code that is related to the Issuer within the meaning of Section 881(c)(3) of the Code, or (B) it is a person that has provided
a Form W-8BEN-E indicating that it is eligible for benefits under an income tax treaty with the United States that completely eliminates
U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States, and (ii)
it is not purchasing the Notes in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan;


 


(x)     
the Transferee is not a member of the public in the Cayman Islands, within the meaning of Section 175 of the Cayman Islands
Companies Law (2018 Revision);


 


(xi)     
the Transferee acknowledges that the Transferred Notes are limited recourse obligations of the Issuer payable solely from
the Collateral in accordance with the Indenture, and following realization of the Collateral in accordance with the Indenture,
all claims of Noteholders shall be extinguished and shall not thereafter revive;


 


(xii)     
the Transferee acknowledges that the Issuer is subject to anti-money laundering legislation in the Cayman Islands. Accordingly,
if Notes are issued in the form of certificated Notes, the Issuer may, except in relation to certain categories of institutional
investors, require a detailed verification of a Transferee’s identity and the source of the payment used by such Transferee
for purchasing the Notes. The laws of other major financial centers may impose similar obligations upon the Issuer;


 


(xiii)     
the Transferee agrees not to seek to commence in respect of the Issuer, or cause the Issuer to commence, a bankruptcy proceeding
before a year and a day has elapsed since the payment in full to the holders of the Notes issued pursuant to the Indenture or,
if longer, the applicable preference period (plus one day) then in effect;


 


(xiv)     
the Transferee acknowledges that, to the extent required by the Issuer, as determined by the Issuer or the Collateral Manager
on behalf of the Issuer, the Issuer may, upon notice to the Note Administrator and the Trustee, impose additional transfer restrictions
on the Notes to comply with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (the “USA PATRIOT Act”) and other similar laws or regulations, including, without
limitation, requiring each transferee of a Note to make representations to the Issuer in connection with such compliance;


 






    Exh. I-3-4


     


    

 


(xv)     
the Transferee acknowledges that, each investor or prospective investor will be required to make such representations to
the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the Issuer, as the Issuer will require in connection
with applicable AML/OFAC obligations, including, without limitation, representations to the Issuer that such investor or prospective
investor (or any person controlling or controlled by the investor or prospective investor; if the investor or prospective investor
is a privately held entity, any person having a beneficial interest in the investor or prospective investor; or any person for
whom the investor or prospective investor is acting as agent or nominee in connection with the investment) is not (i) an individual
or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons
issued by the United States government and the government(s) of any jurisdiction(s) in which the Partnership is doing business,
including the List of Specially Designated Nationals and Blocked Persons administered by OFAC, as such list may be amended from
time to time; (ii) an individual or entity otherwise prohibited by the OFAC sanctions programs; or (iii) a current or former
senior foreign political figure or politically exposed person, or an immediate family member or close associate of such an individual.
Further, such investor or prospective investor must represent to the Issuer that it is not a prohibited foreign shell bank;


 


(xvi)     
the Transferee acknowledges that, each investor or prospective investor will also be required to represent to the Issuer
that amounts invested with the Issuer were not directly or indirectly derived from activities that may contravene U.S. federal,
state or international laws and regulations, including, without limitation, any applicable anti-money laundering laws and regulations;


 


(xvii)     
the Transferee acknowledges that, by law, the Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Special
Servicer or other service providers acting on behalf of the Issuer, may be obligated to “freeze” any investment in
a Note by such investor. The Issuer, the Placement Agents, the Collateral Manager, the Servicer, the Special Servicer or other
service providers acting on behalf of the Issuer may also be required to report such action and to disclose the investor’s
identity to OFAC or other applicable governmental and regulatory authorities;


 


(xviii)     
the Transferee understands that the Issuer, the Note Administrator, the Trustee and the Placement Agents will rely upon
the accuracy and truth of the foregoing representations, and it hereby consents to such reliance; and


 


(xix)     
the Definitive Notes will bear a legend to the following effect unless the Issuer and the Co-Issuer determine otherwise
in compliance with applicable law:


 






    Exh. I-3-5


     


    

 





THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND NEITHER THE ISSUER NOR
THE CO-ISSUER HAS BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON
THAT IS BOTH (1) EITHER (a) A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), OR (b) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE
NOTE, A QIB OR AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR,” WITHIN THE MEANING OF CLAUSES (1), (2), (3), OR (7)
OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT, OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS,
AND (2) A QUALIFIED PURCHASER, IN EACH CASE IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN
EXCESS THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE
INDENTURE; OR (II) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,”
AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), IN ACCORDANCE WITH RULE 903 OR
RULE 904 (AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS
THEREOF), SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE NOTE WILL
BE REQUIRED TO MAKE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF
THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE TRUSTEE, THE NOTE ADMINISTRATOR,
OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF
SUCH NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE
ADMINISTRATOR MAY CONSIDER THE ACQUISITION OF THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY
THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.


 






    Exh. I-3-6


     


    

 


You, the Trustee,
the Issuer, the Co-Issuer, the Collateral Manager and the Note Administrator are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


 





	 	 	[Name of Transferee]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	 	 	 	
	 	 	 	 
	cc:	[______]	 	 
	 	[______]	 	 







 



    Exh. I-3-7


     


    

  


EXHIBIT J


 


[RESERVED]


 


 



    Exh. J-1


     


    




 


EXHIBIT K


 


FORM OF CUSTODIAN RECEIPT


 


STWD 2019-FL1, Ltd.


c/o Walkers Fiduciary Limited

Cayman Corporate Centre

27 Hospital Road

George Town, Grand Cayman KY1-9008

Cayman Islands


 


Wells Fargo Bank, National
Association,

   as note administrator,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – STWD 2019-FL1


 


Wells Fargo Bank, National
Association

Commercial Mortgage Servicing


Three Wells Fargo

MAC D1050-084


401 South Tryon Street,
8th Floor


Charlotte, North Carolina
28202

Attention: STWD 2019-FL1 Asset Manager

Fax: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


 


with copies by email to:
hbennett@starwood.com; jwarshaw@lnrproperty.com; lnr.cmbs.notices@lnrproperty.com; vkallaher@starwood.com; and stwd2019fl1@starwood.com


 


STWD Investment Management,
LLC (the “Collateral Manager”)

1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


 


with copies by email to:
asossen@starwood.com; vkallaher@starwood.com; ccarpenter@starwood.com; jdiamond@starwood.com; mcagley@starwood.com; jvaughan@starwood.com;
and stwd2019fl1@starwood.com


 


Wilmington Trust, National
Association, as Trustee

1100 North Market Street

Wilmington, Delaware 19890in

Attention: CMBS Trustee – STWD 2019-FL1

Fax: (302) 636-6196

Email: cmbstrustee@wilmingtontrust.com


 


 



    Exh. K-1


     


    

 


McCoy & Orta, P.C.

100 N. Broadway, 26th Floor

Oklahoma City, OK 73102

Attention: Vanessa Orta

Email: vorta@mccoy-orta.com


 


		Re:	STWD 2019-FL1, Ltd. (the “Issuer”)



 


Ladies and Gentlemen:


 


In accordance with
the provisions of the Indenture, dated as of August 15, 2019 (the “Indenture”), by and among the Issuer, STWD
2019-FL1, LLC, as Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as
Trustee, Wells Fargo Bank, National Association, as note administrator (in such capacity and, together with any successor note
administrator permitted under the Indenture, the “Note Administrator”), and as custodian, the undersigned, as
the Custodian, hereby certifies pursuant to Section 3.3(f) of the Indenture that it has reviewed or caused to be reviewed
the Collateral Interest Files and [subject to any exceptions set forth on Schedule II attached hereto] (A) the documents
referred to in Section 3.3(e) of the Indenture and set forth on Schedule I attached hereto 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. Capitalized
terms used but not defined in this Receipt have the meanings assigned to them in the Indenture.


 


The Custodian shall
have no responsibility for reviewing the Collateral Interest File except as expressly set forth in Section 3.3(f) of the Indenture.
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) of the Indenture),
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.


 


	 	Wells Fargo Bank, National Association,
	 	solely in its capacity as Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






    Exh. K-2


     


    

  


EXHIBIT L


 


FORM OF REQUEST FOR
RELEASE OF DOCUMENTS AND RECEIPT


 


	To:	Wells Fargo Bank, National Association,

as Custodian



 


1055 10th Avenue
SE


Minneapolis,
Minnesota, 55414


Attn: STWD 2019-FL1


 


In connection with
the administration of the Collateral Interests held by you as the Custodian on behalf of the Issuer, we request the release, to
the [Servicer][Special Servicer] of [specify document] for the Collateral Interest described below, for the reason indicated.


 





	Borrower’s Name, Address & Zip Code:	 	Ship Files To:
	 	 	 
	 	 	Name:
	 	 	 
	 	 	Address:
	 	 	 
	 	 	Telephone Number:
	 	 	 
	Collateral Interest Description:	 	 
	Current Outstanding Principal Balance:	 	 



  


Reason for Requesting
Documents (check one):


 


	1.	Collateral Interest Paid in Full.  The [Servicer][Special Servicer] hereby certifies that all amounts received in connection therewith that are required to be remitted by the borrower or other obligors thereunder have been paid in full and that any amounts in respect thereof required to be remitted to the Trustee pursuant to the Indenture have been so remitted.
	2.	Collateral Interest Sold or Liquidated By ___________________________.  The [Servicer][Special Servicer] hereby certifies that all proceeds of sale, exchange, or other disposition or insurance, condemnation or other liquidation have been finally received and that any amounts in respect thereof required to be remitted to the Trustee pursuant to the Indenture have been so remitted.
	3.	Other (explain)                                                                                                                                                                                       .


 






    Exh. L-1


     


    

 


If box 1 or 2 above
is checked, and if all or part of the Asset Documents were previously released to us, please release to us our previous request
and receipt on file with you, as well as any additional documents in your possession relating to the specified Collateral Interest.


 


If box 3 above is
checked, upon our return of all of the above documents to you as the Custodian, please acknowledge your receipt by signing in the
space indicated below and returning this form.


 


If box 3 above is
checked, it is hereby acknowledged that a security interest pursuant to the Uniform Commercial Code in the Collateral Interest
described above and in the proceeds of said Collateral Interest has been granted to the Trustee pursuant to the Indenture.


 


If box 3 above is
checked, in consideration of the aforesaid delivery by the Custodian, the [Servicer][Special Servicer] hereby agrees to hold said
Collateral Interest in trust for the Trustee, as provided under and in accordance with all provisions of the Indenture and the
Servicing Agreement, and to return said Collateral Interest to the Custodian no later than the close of business on the twentieth
(20th) Business Day following the date hereof or, if such day is not a Business Day, on the immediately preceding Business Day.


 


Capitalized terms
used but not defined in this Request have the meanings assigned to them in the Indenture, dated as of August 15, 2019, by and among
STWD 2019-FL1, Ltd., as Issuer, STWD 2019-FL1, LLC, as Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington
Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as note administrator (in such capacity and, together
with any successor note administrator permitted under the Indenture, the “Note Administrator”), and as custodian.


 


	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	Acknowledgment of documents returned:	 	 
	 	 	 
	Wells Fargo Bank, National Association,	 	 
	as Custodian	 	 
	 	 	 
	By:	                                                                              	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	Date:	 	 



 


 



    Exh. L-2


     


    




 


EXHIBIT M


 


FORM OF AUCTION CALL
PROCEDURE


 


		I.	Pre-Auction Process



 


a)     
The Collateral Manager will initiate the Auction Procedures at least 60 days before each Payment Date occurring in
February, May, August and November of each year commencing on the Payment Date in August 2029 (each, an “Auction Call
Redemption Date”) by: (i) preparing a list of the Collateral; (ii) deriving a list of not less than three Eligible
Bidders (the “Selected Bidders”) not Affiliates of (or funds or accounts managed by) the Collateral Manager
and any additional Eligible Bidders, which may include Affiliates of (or funds or accounts managed by) the Collateral Manager (such
additional Eligible Bidders, together with the Selected Bidders, the “Listed Bidders”) and requesting bids on
a date (the “Auction Date”) at least ten Business Days before the Auction Call Redemption Date, and (iii) notifying
the Trustee of the list of Listed Bidders (the “List”).


 


b)     
The general solicitation package which the Collateral Manager shall deliver to the Listed Bidders will include: (1) a form
of a purchase agreement (“Purchase Agreement”) provided to the Trustee by the Collateral Manager (which shall
provide that (A) upon satisfaction of all conditions precedent therein, the purchaser is irrevocably obligated to purchase,
and the Issuer is irrevocably obligated to sell, the Collateral on the date and on the terms stated therein, (B) if any Collateral
is to be sold to multiple different bidders, that the consummation of the purchase of all Collateral must occur simultaneously
and that the closing of each purchase is conditional on the closing of all other purchases, (C) if for any reason whatsoever the
Trustee has not received, by a specified Business Day (which shall be ten or more Business Days before the Auction Call Redemption
Date), payment in full in immediately available funds of the aggregate purchase price for all of the Collateral, at least equal
to the aggregate Redemption Price for each Outstanding Class of Offered Notes (the “Minimum Bid Amount”), the
obligations of the parties shall terminate and the Issuer shall have no obligation or liability whatsoever, (2) the minimum
aggregate cash purchase price (which shall be determined by the Collateral Manager for the various Collateral or group thereof);
(3) the list of the Collateral; (4) a formal bid sheet (which shall permit the bidder to bid for some or all of the Collateral
provided to the Trustee by the Collateral Manager, including a representation from the bidder that it is an Eligible Bidder; (5)
a detailed timetable; and (6) copies of a Purchase Agreement and all other transfer documents provided to the Trustee by the
Collateral Manager (including transfer certificates and subscription agreements which a bidder must execute and a list of the requirements
which the bidder must satisfy).


 


c)     
The Collateral Manager will send solicitation packages to all Listed Bidders on the List at least 20 Business Days before
the Auction Call Redemption Date. Listed Bidders will be required to submit any due diligence questions (or comments on the draft
Purchase Agreement) in writing to the Collateral Manager by a date specified in the solicitation package. The Collateral Manager
will be required to answer all relevant questions by a date specified in the solicitation package and will distribute the revised
final Purchase Agreement to all Listed Bidders (with a copy to the Issuer).


 






    Exh. M-1


     


    

 





		II.	Auction Process



 


a)     
To the extent any Holder, any Preferred Shareholder, any Placement Agent and any of their respective Affiliates are Eligible
Bidders, such parties will be allowed to bid in the Auction, but will not be required to do so.


 


b)     
On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 11:00 a.m. New York City time, with
the winning bidder to be notified by 3:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the
bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but
not less than all) of the Collateral or (ii) identified Collateral.


 


c)     
Reserved.


 


d)     
With the advice of the Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction
Price (in excess of the specified Minimum Bid Amount) from one or more Listed Bidders.


 


e)     
Upon notification to the winning bidder or bidders, the winning bidder or bidders will be required to deliver to the Trustee
a signed counterpart of the Purchase Agreement no later than 4:00 p.m. New York City time on the Auction Date. Each winning bidder
shall make payment in full of the purchase price on the Business Day (the “Auction Purchase Closing Date”) specified
in the general solicitation package (which shall be the tenth Business Day before the Auction Call Redemption Date). If a winning
bidder so requests, the Trustee and the Issuer will enter into a bailee letter with the winning bidder and its designated bank
(which bank shall be subject to approval by the Issuer or the Collateral Manager on behalf of the Issuer); provided, that such
bank enters into an account control agreement with the Trustee and the Issuer and has been assigned ratings at least equal to those
required for a successor Trustee pursuant to the Indenture. If the above requirements are satisfied, the Trustee shall deliver
the Collateral (to be sold to such bidder) pursuant thereto to the bailee bank at least one Business Day prior to the closing on
the sale of the Collateral and accept payment of the purchase price pursuant thereto. If payment in full of the purchase price
is not made by the Auction Purchase Closing Date for any reason whatsoever by any winning bidder, the Issuer shall decline to consummate
the sale of any Collateral, the Trustee and the Issuer shall direct the bailee bank to return the Collateral to the Trustee, and
(if notice of redemption has been given by the Trustee) the Trustee shall give notice (in accordance with the Trust Deed) that
the Auction Call Redemption will not occur.


 


As used in this Exhibit
L, “Eligible Bidder” means, any person that is able to satisfy the requirements under the Purchase Agreement
and all other transfer documents applicable to the transactions for which such bid is submitted.


 


As used in this Exhibit
L, “Highest Auction Price” means, whichever is higher, the highest price bid by any Listed Bidder for all of
the Collateral, or (ii) the sum of the highest prices bid by a Listed Bidder for any Collateral or group of Collateral. In any
case in which more than one bidder bids for one or more items of Collateral in combination with other Collateral, the Collateral
Manager will select the bids which maximize the net sales proceeds to be received by the Auction. In each case, the price bid by
a bidder shall be the dollar amount which the Collateral Manager certifies to the Trustee based on the Collateral Manager’s
review of the bids, which certification shall be binding and conclusive.


 






    Exh. M-2


     


    

   


EXHIBIT N


 


FORM OF NRSRO CERTIFICATION


 


[Date]


 


STWD 2019-FL1, Ltd.


c/o Walkers Fiduciary Limited

Cayman Corporate Centre

27 Hospital Road

George Town, Grand Cayman KY1-9008

Cayman Islands


 


Wells Fargo Bank, National
Association,

   as Note Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – STWD 2019-FL1


 


Attention:         STWD
2019-FL1, Ltd. and STWD 2019-FL1, LLC


 


In accordance with
the requirements for obtaining certain information pursuant to the Indenture, dated as of August 15, 2019 (the “Indenture”),
by and among STWD 2019-FL1, Ltd. (the “Issuer”), as Issuer, STWD 2019-FL1, LLC, as Co-Issuer, Starwood Property
Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association,
as note administrator (in such capacity and, together with any successor note administrator permitted under the Indenture, the
“Note Administrator”), and as custodian, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned, is (a) either (i) a Nationally Recognized Statistical Rating Organization (“NRSRO”) or (ii) a
Rating Agency, (b) has provided the Issuer with the appropriate certifications under Exchange Act 17g-5(e), and (c) agrees
that any information obtained from the Issuer’s 17g-5 Website will be subject to the same confidentiality provisions applicable
to information obtained from the Issuer’s 17g-5 website.


 


2.       The
undersigned has access to the 17g-5 Website.


 


3.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the 17g-5 Information on the 17g-5
Website.


 


4.       The
undersigned agrees to the terms of the confidentiality agreement applicable to the NRSRO, attached as Annex A hereto.


 


Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Indenture.


 






    Exh. N-1


     


    

 


IN WITNESS WHEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	 	[Nationally Recognized Statistical Rating Organization]
	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Company:
	 	 	Phone:
	 	 	Email:




  



    Exh. N-2


     


    







 


ANNEX A


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with STWD 2019-FL1, Ltd., as issuer (the “Issuer”, and, together
with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) and STWD 2019-FL1,
LLC, as co-issuer (the “Co-Issuer”, and, together with the Issuer, the “Co-Issuers”) furnishing
certain financial, operational, structural and other information relating to the issuance of the floating rate notes issued by
the Issuer (the “Notes”) pursuant to the Indenture, dated as of August 15, 2019 (the “Indenture”),
by and among the Issuer, the Co-Issuer, Starwood Property Mortgage, L.L.C., as advancing agent (the “Advancing Agent”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as note administrator (in such capacity,
the “Note Administrator”), and custodian, and the assets underlying or referenced by the Notes, including the
identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such
assets (together, the “Collateral”) to you (the “NRSRO”) through the website of Wells Fargo
Bank, National Association, as 17g-5 Information Provider under the Indenture. Information provided by each Furnishing Entity is
labeled as provided by the specific Furnishing Entity.


 


		(1)	Definition of Confidential Information. For purposes of this Confidentiality Agreement,
the term “Confidential Information” shall include the following information (irrespective of its source or form
of communication, including information obtained by you through access to this site) that may be furnished to you by or on behalf
of a Furnishing Entity in connection with the issuance or monitoring of a rating with respect to the Certificates: (x) all
data, reports, interpretations, forecasts, records, agreements, legal documents and other information (such information, the “Evaluation
Material”) and (y)  any of the terms, conditions or other facts with respect to the transactions contemplated by
the Indenture, including the status thereof; provided, however, that the term Confidential Information shall not
include information which:
	 	 	 



		(a)	was or becomes generally available to the public (including through filing with the Securities
and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative
(as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;
	 	 	 



		(b)	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or
	 	 	 



		(c)	is independently developed by the NRSRO without reference to any Confidential Information.
	 	 	 



		(2)	Information to Be Held in Confidence.
	 	 	 



		(a)	You will use the Confidential Information solely for the purpose of determining or monitoring a
credit rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential
Information, for benchmarking, modeling or research purposes (the “Intended Purpose”).
	 	 	 



		(b)	You acknowledge that you are aware that the United States federal and state securities laws impose
restrictions on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through
policy manuals or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality
Agreement to that effect.
	 	 	 



		(c)	You will treat the Confidential Information as private and confidential. Subject to Section 3,
without the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information,
whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding
the foregoing, you may:



 






    Exh. N-3


     


    

 





		(i)	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that,
prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;
	 	 	 



		(ii)	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),
post the Confidential Information to the NRSRO’s password protected website; and
	 	 	 



		(iii)	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.
	 	 	 



		(3)	Disclosures Required by Law. If you or any NRSRO Representative is requested or required
(orally or in writing, by interrogatory, subpoena, civil investigatory demand, request for information or documents, deposition
or similar process relating to any legal proceeding, investigation, hearing or otherwise) to disclose any Confidential Information,
you agree to provide the relevant Furnishing Entity with notice as soon as practicable (except in the case of regulatory or other
governmental inquiry, examination or investigation, and otherwise to the extent practical and permitted by law, regulation or regulatory
or other governmental authority) that a request to disclose the Confidential Information has been made so that the relevant Furnishing
Entity may seek an appropriate protective order or other reasonable assurance that confidential treatment will be accorded the
Confidential Information if it so chooses. Unless otherwise required by a court or other governmental or regulatory authority to
do so, and provided that you have been informed by written notice that the related Furnishing Entity is seeking a protective order
or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree not
to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other
reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its
efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion
of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however,
that in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or
other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.
	 	 	 
	 	(4)	Obligation
                                         to Return Evaluation Material. Promptly upon written request by or on behalf of the
                                         relevant Furnishing Entity, all material or documents, including copies thereof, that
                                         contain Evaluation Material will be destroyed or, in your sole discretion, returned to
                                         the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may
                                         retain one or more copies of any document or other material containing Evaluation Material
                                         to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
                                         internal policies and procedures designed to ensure legal or regulatory compliance) and
                                         (b) the NRSRO may retain any portion of the Evaluation Material that may be found
                                         in backup tapes or other archive or electronic media or other documents prepared by the
                                         NRSRO and any Evaluation Material obtained in an oral communication; provided,
                                         that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality
                                         Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.






     






    Exh. N-4


     


    

 




		(5)	Violations of this Confidentiality Agreement.
	 	 	 



		(a)	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO
or any NRSRO Representative.
	 	 	 



		(b)	You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation
or unauthorized disclosure or use by any person of the Confidential Information which may come to your attention and to take all
steps reasonably requested by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized
disclosure or use.
	 	 	 



		(c)	You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law
and would be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be
entitled to specific performance and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically
enforce the terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity may be entitled at law or
in equity. It is further understood and agreed that no failure to or delay in exercising any right, power or privilege hereunder
shall preclude any other or further exercise of any right, power or privilege.
	 	 	 



		(6)	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement
and regardless of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement
will survive indefinitely.
	 	 	 



		(7)	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising
under the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and
duties of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed within such State.
	 	 	 



		(8)	Amendments. This Confidentiality Agreement may be modified or waived only by a separate
writing by the NRSRO and each Furnishing Entity.
	 	 	 



		(9)	Entire Agreement. This Confidentiality Agreement represents the entire agreement between
you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected
by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided,
however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential
Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality
Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement
shall control notwithstanding acceptance by you of the terms hereof by entry into this website.
	 	 	 



		(10)	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
shall be directed as set forth below:



 


STWD 2019-FL1, Ltd.


c/o Walkers Fiduciary
Limited

Cayman Corporate Centre

27 Hospital Road

George Town, Grand Cayman KY1-9008

Cayman Islands


 


with a copy to:


 


Starwood Property Mortgage, L.L.C.


591 West Putnam Avenue


Greenwich, CT 06830


 


with copies by email to: asossen@starwood.com; vkallaher@starwood.com;
ccarpenter@starwood.com; and stwd2019fl1@starwood.com


 






    Exh. N-5


     


    





 


EXHIBIT O


 


FORM OF NOTE ADMINISTRATOR’S
MONTHLY REPORT


 


 





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 1 of 22 Please visit www.ctslink.com
for additional information and special notices. In addition, certificateholders may register online for email notification when
special notices are posted. For information or assistance please call 866-846-4526. CTSLink Customer Service 1-866-846-4526 For
Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com DISTRIBUTION DATE
STATEMENT Table of Contents STATEMENT SECTIONS Note Distribution Detail Note Factor Detail Reconciliation Detail Other Required
Information Commercial Real Estate Loan Detail Principal Prepayment Detail Historical Detail Delinquency Loan Detail Modified Loan
Detail Historical Liquidated Loan Detail Specially Serviced Loan Detail PAGE(s) 2 3 4 5 9 10 11 12 14 - 15 17 Cash Reconciliation
Detail 6 Historical Bond / Collateral Loss Reconciliation 18 Supplemental Reporting 20 - 21 13 Interest Shortfall Reconciliation
Detail 22 Advance Summary Cumulative Loan Acquisition Detail Test Calculation Detail 16 NOI Detail 8 19 7 Issuer asossen@starwood.com;
vkallaher@starwood.com STWD 2019-FL1, LTD. c/o Walkers Fiduciary Trust Limited 27 Hospital Road George Town, Grand Cayman, KY1-9008
Contact: ccarpenter@starwood.com; stwd2019fl1@starwood.com Servicer REAM_InvestorRelations@wellsfargo.com Wells Fargo Bank, National
Association Three Wells Fargo, MAC D1050-084 401 S. Tryon Street, 8th Floor Charlotte, NC 28202 Contact: Special Servicer LNR Partners,
Inc. 1601 Washington Avenue Suite 700 Miama Beach, FL 33139 hbennett@starwood.com; jwarshaw@lnrpartners.com Contact: lnr.cmbs.notices@lnrproperty.com;
vkallaher@starwood.com; ccarpenter@starwood.com; stwd2019fl1@starwood.com This report is compiled by Wells Fargo Bank, N.A. from
information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.





 



    Exh. O-1


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 2 of 22 CTSLink Customer Service
1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Note Distribution Detail 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Original Balance Beginning Balance Principal
Distribution Interest Distribution Prepayment Premium Total Distribution Ending Balance 0.000000% 0.000000% 0.000000% 0.000000%
0.000000% 0.000000% 0.000000% 0.000000% 0.000000% 0.000000% 0.000000% 0.000000% Totals A A-S BCDE E-E F F-E G G-E PREF Class CUSIP
Note Interest Rate Current Subordination Level (1) Realized Loss/ Additional Trust Fund Expenses (1) Calculated by taking (A) the
sum of the ending note balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending
Note balance of all classes which are not subordinate to the designated class and dividing the result by (A). 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Class Class X Note Rate Interest Distribution Prepayment
Premium Total Distribution 0.000000% 0.000000% 0.000000% E-X F-X G-X CUSIP Original Notional Amount Beginning Notional Amount Ending
Notional Amount





 



    Exh. O-2


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 3 of 22 CTSLink Customer Service
1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Note Factor Detail 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
0.00000000 0.00000000 Beginning Balance Principal Distribution Interest Distribution Prepayment Premium Ending Balance A A-S B
C D E E-E F F-E G G-E PREF Class CUSIP Realized Loss/ Additional Trust Fund Expenses 0.00000000 0.00000000 0.00000000 0.00000000
0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 Interest Distribution Prepayment Premium
E-X F-X G-X Class CUSIP Beginning Notional Amount Ending Notional Amount





 



    Exh. O-3


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 4 of 22 CTSLink Customer Service
1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Reconciliation Detail Principal Reconciliation Stated Beginning Principal Balance Unpaid Beginning Principal Balance Scheduled
Principal Unscheduled Principal Principal Adjustments Realized Loss Stated Ending Principal Balance Unpaid Ending Principal Balance
Current Principal Distribution Amount Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Note Interest Reconciliation 0.00 0.00
0.00 0.00 0.00 Distributable Adjustment Remaining Unpaid Distributable Note Interest 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 Accrual Class Accrued Note Net Aggregate Prepayment Interest Shortfall Note Interest Additional Expenses Distributable Interest
Interest Days A 0 A-S 0 B 0 C 0 D 0 E 0 E-E 0 E-X 0 F 0 F-E 0 F-X 0 G 0 G-E 0 G-X 0 PREF 0 Totals 0 Accrual Interest Dates Note
Distribution


 






    Exh. O-4


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 5 of 22 CTSLink Customer Service
1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Other Required Information Available Distribution Amount (1) 0.00 Current Benchmark Next Benchmark 0.00% 0.00% Confirmation that
the Trustee has received, within the preceding month, a confirmation of compliance from SPT Real Estate Capital, LLC and STWD CLO
Retention Holder, LLC in accordance with Section 1.1(d) of the EU Risk Retention Letter Yes/No Reinvestment and Replenishment Account
Ending Account Balance Current Period Withdrawals Deposits on Payment Date Beginning Account Balance Aggregate Outstanding Portfolio
Balance before Payment Date 0.00 Aggregate Outstanding Portfolio Balance after Payment Date 0.00 0.00 0.00 0.00 0.00 (1) The Available
Distribution Amount includes any Prepayment Premiums.


 



    Exh. O-5


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 6 of 22 CTSLink Customer Service
1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Pass/Fail Pass/Fail Test Calculation Detail Par Value Ratio Par Value Test Threshold Par Value Test Result Par Value Test Calculation
Calculation: (A)/(B+C+D+E+F+G+H) (B) Aggregate Outstanding Amount of the Class A Notes (C) Aggregate Outstanding Amount of the
Class A-S Notes (D) Aggregate Outstanding Amount of the Class B Notes (E) Aggregate Outstanding Amount of the Class C Notes (F)
Aggregate Outstanding Amount of the Class D Notes (H) Unreimbursed Interest Advances Sum of (B), (C), (D), (E), (F), (G), and (H):
(A) Net Outstanding Portfolio Balance Divided by the sum of the following: 0.00% 111.60% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Interest Coverage Ratio Interest Coverage Test Threshold Interest Coverage Test 0.00% 120.00% (1) the expected scheduled interest
payments in the Due Period on the Mortgage Assets 0.00 0.00 0.00 0.00 0.00 0.00 (iii) with respect to each Modified Collateral
Interest or Defaulted Collateral Interest, the Calculation Amount of such Collateral Interest; (ii) the aggregate Principal Balance
of all Principal Proceeds held as Cash and Eligible Investmentst; and (i) the Aggregate Principal Balance of the Collateral Interests
(other than Modified Collateral Interests and Defaulted Collateral Interests); 0.00 0.00 0.00 0.00 Calculation: (1+2+3)−(4)/(5+6+7+8+9+10)
Interest Coverage Test Calculation (2) the expected scheduled interest payments due on the Eligible Investments held in the Accounts
(3) Interest Advances advanced by the Advancing Agent or the Backup Advancing Agent (4) any amounts scheduled to be paid pursuant
to Section 11.1(a)(i)(1) through (4) (other than any waived Collateral Manager Fees) (5) the sum of the scheduled interest on the
Class A Notes plus any Class A Defaulted Interest Amount (6) the sum of the scheduled interest on the Class A-S Notes plus any
Class A-S Defaulted Interest Amount (7) the sum of the scheduled interest on the Class B Notes plus any Class B Defaulted Interest
Amount (8) the sum of the scheduled interest on the Class C Notes plus any Class C Defaulted Interest Amount (9) the sum of the
scheduled interest on the Class D Notes plus any Class D Defaulted Interest Amount 0.00 0.00 Sum of (1), (2), and (3): Minus (4):
Divided by the sum of the following: Sum of (5), (6), (7), (8), (9), and (10): 0.00 0.00 0.00 (10) the sum of the scheduled interest
on the Class E, E-E, and E-X Notes plus any Class E, E-E, and E-X Defaulted Interest Amount (G) Aggregate Outstanding Amount of
the Class E and E-E Notes 0.00





 



    Exh. O-6


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 7 of 22 CTSLink Customer Service
1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Interest: Deferred Interest Net Prepayment Interest Shortfall Unscheduled Principal Repayment Fees Prepayment Penalties/Yield Maintenance
Borrower Option Extension Fees Note Administrator Fee - Wells Fargo Bank, N.A. ASER Amount Reimbursement for Interest on Advances
Interest Distribution Taxes Imposed on Trust Fund Bankruptcy Expense Attorney Fees & Expenses Non-Recoverable Advances Principal
Distribution Recoveries from Liquidation and Insurance Proceeds Collection of Principal after Maturity Date Principal Adjustments
Reinvestment and Replenishment Account Deposit Cash Reconciliation Detail Total Funds Collected Interest paid or advanced Interest
Adjustments Total Interest Collected Negative Amortization Net Prepayment Interest Excess Principal: Total Principal Collected
Other: Total Other Collected Total Funds Collected Total Funds Distributed Fees: Servicing Fee - Wells Fargo Bank, N.A. Trustee
Fee - Wilmington Trust, N.A. Special Servicing Fee Total Fees Additional Trust Fund Expenses: Prepayment Penalties/Yield Maintenance
Payments to Noteholders & Others: Total Funds Distributed Rating Agency Expenses Other Expenses Total Additional Trust Fund
Expenses Total Payments to Noteholders & Others Principal Prepayments Excess of Prior Principal Amounts paid 0.00 0.00 0.00
0.00 0.00 0.00 CREFC® Intellectual Property Royalty License Fee 0.00 Borrower Option Extension Fees Curtailments Reinvestment
and Replenishment Account Withdrawal Interest reductions due to Non-Recoverability Determinations Scheduled Principal 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 Advancing Agent Fee - Starwood Property Mortgage, L.L.C. Collateral Manager Fee - STWD Investment
Management, LLC 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00





 



    Exh. O-7


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 8 of 22 CTSLink Customer Service
1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Commercial Real Estate Loan Detail (1) Property Type Code - Combination - Principal Write-Off - Amortization Change - Maturity
Date Extension (3) Modification Code - Other or TBD - Reps and Warranties - Full Payoff Foreclosure - Deed in Lieu Of Resolved
REO DPO - - - - Note Sale Extension Bankruptcy Foreclosure Modification - - - - - (2) Resolution Strategy Code - Mobile Home Park
- Warehouse - Other - Industrial Self Storage - Health Care Lodging - Retail Mixed Use - Office * - Indicates new collateral added
to the pool in previous month 4 3 2 1 13 12 11 10 9 8 7 6 5 4 MH WH OT IN - HC - RT - MF - LIBOR Floor LIBOR Cap to Master Servicer
Pending Return 3 SS Loan Number Interest Payment Principal Payment Gross Coupon Totals ODCR Property Type (1) City State Extended
Maturity Date Ending Scheduled Balance Paid Thru Date Mod. Code (3) 2 LO Maturity Date Beginning Scheduled Balance Res. Strat.
(2) 1 MU Multi-Family OF





 



    Exh. O-8


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 9 of 22 CTSLink Customer Service
1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Cumulative Loan Acquisition Detail (Shown at Face Value) Asset Acquisition Date (1) Asset Acquisition Amount Remaining Future Funding
Participation Commitment (4) ODCR City State Loan Number Property Type Beginning Securitized Face Value Ending Securitized Face
Value (2) Future Funding Participation Commitment (3) (1) Bolded and underlined rows denote activity in the current period. (2)
Does not reflect partial release or principal pay down. Please refer to Commercial Real Estate Loan Detail for principal pay down.
(3) Value obtained from Annex A or Servicer setup file at time of loan acquisition. (4) Does not reflect any Future Fundings that
may have occurred but not purchased by the Issuer. There are no Loan Acquisitions for this Period





 



    Exh. O-9


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 10 of 22 CTSLink Customer
Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
NOI Detail Total Most Recent Recent NOI Start NOI End NOI Date Ending Most Most Recent Scheduled Recent Loan Property Number Type
City Fiscal NOI Most Balance Date ODCR State





 



    Exh. O-10


     


     





Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle
Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page 11 of 22 CTSLink Customer
Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com
Principal Prepayment Detail Totals Payoff Amount Curtailment Amount Prepayment Premium Yield Maintenance Premium Principal Prepayment
Amount Prepayment Penalties Loan Number Offering Document Cross-Reference Loan Group, if applicable





 



    Exh. O-11


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
12 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Historical Detail Note: Foreclosure and REO Totals are excluded from the delinquencies.
Distribution Date # Balance 30-59 Days 60-89 Days 90 Days or More Foreclosure REO Modifications Curtailments WAM Delinquencies
Prepayments Rate and Maturities Next Weighted Avg. Coupon Remit Payoff # Balance # Balance # Balance # Balance # Balance # Balance
# Balance


 



    Exh. O-12


     


     





 


Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
13 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Delinquency Loan Detail Loan Number Date Offering Cross-Reference # of Paid Through
Date Resolution Servicing Foreclosure Actual Outstanding Bankruptcy Date REO Totals Document Months Strategy Status of Commercial
Real Estate Loan (1) Delinq. Code (2) Transfer Date PBrainlacnipcael ASdevrvainccinegs Date - - - - (1) Status of Mortgage Loan
(2) Resolution Strategy Code A B - - Payment Not Received But Still in Grace Period Late Payment But Less Than 1 Month Delinquent
0 1 3 - - - Current One Month Delinquent Three or More Months Delinquent 4 5 Assumed Scheduled Payment (Performing Matured Balloon)
Non Performing Matured Balloon 1 3 5 - - - - Modification Foreclosure Extension Note Sale 6 7 9 - - - DPO Resolved Pending Return
to Master Servicer 10 - Deed In Lieu Of 11 12 13 - Foreclosure Reps and Warranties Other or TBD 2 - Two Months Delinquent 4 8 -
2 Bankruptcy REO Full Payoff - Or Not Yet Due





 



    Exh. O-13


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
14 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Specially Serviced Loan Detail - Part 1 (1) Resolution Strategy Code MF RT HC
IN WH MH - - - - - - Multi-Family Retail Health Care Industrial Warehouse Mobile Home Park OF MU LO SS OT - - - - - Office Mixed
use Lodging Self Storage Other (2) Property Type Code 1 2 3 4 5 - - - - - Modification Foreclosure Bankruptcy Extension Note Sale
6 7 8 9 - - - - DPO REO Resolved Pending Return to Servicer 10 11 12 13 - - - - Deed In Lieu Of Foreclosure Full Payoff Reps and
Warranties Other or TBD Loan Number Interest Rate Actual Balance Maturity Date NOI Date Offering Document Cross-Reference Servicing
Transfer Date State Resolution Strategy Code (1) Net Operating Income DSCR Remaining Amortization Term Note Date Property Type
(2) Distribution Date Scheduled Balance





 



    Exh. O-14


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
15 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com - - - - Specially Serviced Loan Detail - Part 2 6 7 8 9 - - - - DPO REO Resolved
Pending Return to Servicer (1) Resolution Strategy Code 1 2 3 4 5 - - - - - Modification Foreclosure Bankruptcy Extension Note
Sale 10 11 12 13 Deed In Lieu Of Foreclosure Full Payoff Reps and Warranties Other or TBD Loan Number Appraisal Date Other REO
Property Revenue Offering Document Cross-Reference Resolution Strategy Code (1) Site Inspection Date Appraisal Comment Value Distribution
Date Phase 1 Date





 



    Exh. O-15


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
16 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Advance Summary Advancing Agent Backup Advancing Agent Totals 0.00 0.00 0.00 Outstanding
Interest Advances Interest Advances Beginning Outstanding Current Period Interest Advances


 


 


 



    Exh. O-16


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
17 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Modified Loan Detail Loan Number Document Offering Pre-Modification Balance Modification
Modification Description Post-Modification Balance Totals Cross-Reference Date Pre-Modification Interest Rate Post-Modification
Interest Rate


 






    Exh. O-17


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
18 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Historical Liquidated Loan Detail * Fees, Advances and Expenses also include outstanding
P & I advances and unpaid fees (servicing, trustee, etc.). with Cum Net Proceeds Cumulative Loss to Loan Scheduled Advances,
Appraised Proceeds or Received on Available for Period Adj. Adjustment Adjustment Balance and Expenses * Value or BPO Other Proceeds
Liquidation Distribution to Issuer Adj. to Issuer Distribution Date ODCR Net Proceeds Current Period to Issuer to Issuer Loss to
Issuer Cumulative Total Current Total Beginning Fees, Most Recent Gross Sales Realized Date of Current


 






    Exh. O-18


     


     











Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date:
Record Date: Determination Date: 9/11/19 Page 19 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information
please contact STWD 2019-FL1, LTD. Reports Available STWD 2019-FL1, LLC www.ctslink.com Historical Bond/Collateral Loss Reconciliation
Detail Cross-Reference at Liquidation to Notes /Expenses Notes to Date Paid as Cash Note Interest Distribution Beginning Prior
Realized Amounts Interest Modification Additional Realized Loss Recoveries of (Recoveries)/ Document Losses Applied to Date
Credit Support Excesses Totals Realized Losses Offering Aggregate on Loans Reduction Adj. Balance Realized Loss Loss Applied
Covered by (Shortages)/ /Appraisal (Recoveries) Applied to


 



    Exh. O-19


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
20 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Interest Shortfall Reconciliation Detail - Part 1 Special Servicing Fees Non-Recoverable
Modified Interest Balance at Rate (Reduction) Stated Principal Current Ending (Scheduled Contribution Balance Interest) /Excess
Scheduled ASER Offering (PPIS) Excess Interest on Advances Document Totals Cross-Reference Monthly Liquidation Work Out


 


 






    Exh. O-20


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
21 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Interest Shortfall Reconciliation Detail - Part 2 Other (Shortfalls)/ Refunds
Comments Offering Document Cross-Reference Stated Principal Balance at Interest Shortfall Reconciliation Detail Part 2 Total Total
Interest Shortfall Allocated to Trust Interest Shortfall Reconciliation Detail Part 1 Total 0.00 0.00 0.00 Reimb of Advances to
the Servicer Contribution Current Month Left to Reimburse Servicer Totals Current Ending Scheduled Balance





 



    Exh. O-21


     


     








Wells Fargo Bank, N.A. Corporate Trust Services
8480 Stagecoach Circle Frederick, MD 21701-4747 9/17/19 9/16/19 Payment Date: Record Date: Determination Date: 9/11/19 Page
22 of 22 CTSLink Customer Service 1-866-846-4526 For Additional Information please contact STWD 2019-FL1, LTD. Reports Available
STWD 2019-FL1, LLC www.ctslink.com Supplemental Reporting


 



    Exh. O-22


     


     







EXHIBIT P-1


 


FORM OF INVESTOR CERTIFICATION


 


(For Non-Borrower Affiliates)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – STWD 2019-FL1, Ltd.


 


		Re:	STWD 2019-FL1, Ltd. and STWD 2019-FL1, LLC



 


In accordance with
the requirements for obtaining certain information pursuant to the Indenture, dated as of August 15, 2019 (the “Indenture”),
by and among STWD 2019-FL1, Ltd. (the “Issuer”), as Issuer, STWD 2019-FL1, LLC, as Co-Issuer, Starwood Property
Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association (the “Trustee”), as Trustee, Wells
Fargo Bank, National Association, as note administrator (in such capacity and, together with any successor note administrator permitted
under the Indenture, the “Note Administrator”), and as custodian, the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned 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.


 


2.       The
undersigned is not an agent of, or an investment advisor to, any borrower or affiliate of any borrower under a Collateral Interest.


 


3.       The
undersigned is requesting access pursuant to the Indenture to certain information (the “Information”) on the
Note Administrator’s Website and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Indenture.


 


4.       In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Notes or Preferred Shares, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Note Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Note or Preferred Share not previously registered pursuant to Section 5 of the Securities Act.


 






    Exh. P-1-1 


     


    

 


5.       The
undersigned shall be fully liable for any breach of the Collateral Interest Purchase Agreement and this Certification by itself
or any of its Representatives and shall indemnify the Issuer, the Note Administrator, the Trustee, the Servicer, and the Special
Servicer for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Note Administrator’s
Website.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Indenture.


 






    Exh. P-1-2 


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


		By:	               
	 	 	Name:
	 	 	Title:



 


 



    Exh. P-1-3 


     


    




 


EXHIBIT P-2


 


FORM OF INVESTOR CERTIFICATION


 


(For Borrower Affiliates)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – STWD 2019-FL1, Ltd.


 


		Re:	STWD 2019-FL1, Ltd. and STWD 2019-FL1, LLC



 


In accordance with
the requirements for obtaining certain information pursuant to the Indenture, dated as of August 15, 2019 (the “Indenture”),
by and among STWD 2019-FL1, Ltd. (the “Issuer”), as Issuer, STWD 2019-FL1, LLC, as Co-Issuer, Starwood Property
Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association (the “Trustee”), as Trustee, Wells
Fargo Bank, National Association, as note administrator (in such capacity and, together with any successor note administrator permitted
under the Indenture, the “Note Administrator”), and as custodian, the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned 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.


 


2.       The
undersigned is an agent or Affiliate of, or an investment advisor to, a borrower under a Collateral Interest.


 


3.       The
undersigned is requesting access pursuant to the Indenture to the Monthly Reports (the “Information”) on the
Note Administrator’s Website pursuant to the provisions of the Indenture.


 


4.       In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Notes or Preferred Shares, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Note Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Note or Preferred Share not previously registered pursuant to Section 5 of the Securities Act.


  






    Exh. P-2-1 


     


    

 


5.       The
undersigned shall be fully liable for any breach of the Collateral Interest Purchase Agreement and this Certification by itself
or any of its Representatives and shall indemnify the Issuer, the Note Administrator, the Trustee, the Servicer, and the Special
Servicer for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Note Administrator’s
Website.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Indenture.


 






    Exh. P-2-2 


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


		By:	               
	 	 	Name:
	 	 	Title:



 






    Exh. P-2-3 


     


    

  


EXHIBIT Q


 


FORM OF ONLINE MARKET DATA PROVIDER CERTIFICATION


 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Issuer.
If you represent a market data provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


 


In accordance with
the requirements for obtaining certain information pursuant to the Indenture, dated as of August 15, 2019 (the “Indenture”),
by and among STWD 2019-FL1, Ltd., as Issuer (the “Issuer”), STWD 2019-FL1, LLC, as Co-Issuer, Starwood Property
Mortgage, L.L.C., as advancing agent, Wells Fargo Bank, National Association, as Note Administrator and Custodian, and Wilmington
Trust, National Association, as Trustee, the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg L.P., Trepp, LLC, Intex Solutions, Inc., CMBS.com,
Inc., Markit LLC, Interactive Data Corporation, Thomson Reuters Corporation or PricingDirect Inc., a market data provider that
has been given access to the Monthly Reports, CREFC reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Issuer.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Issuer, and any confidentiality agreement applicable to the undersigned with respect
to information obtained from the Issuer’s 17g-5 Website shall also be applicable to information obtained from CTSLink.



 


		4.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Indenture pursuant to which the Notes were issued.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


  


		By:	 
	 	 	Name:
	 	 	Title:



 






    Exh. Q-1 


     


    

  


EXHIBIT R


 


FORM OF OFFICER’S CERTIFICATE OF
THE COLLATERAL MANAGER WITH RESPECT TO THE ACQUISITION OF COLLATERAL INTERESTS


 


[DATE]


 


This officer’s
certificate is being delivered pursuant to the Indenture, dated as August 15, 2019 (the “Indenture”), by and
among STWD 2019-FL1, Ltd., as Issuer (the “Issuer”), STWD 2019-FL1, LLC, as Co-Issuer of the Offered Notes,
Starwood Property Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as note administrator, paying agent, calculation agent, transfer agent, authenticating agent, custodian,
backup advancing agent and notes registrar. Capitalized terms used but not defined herein shall have the meanings assigned to such
terms in the Indenture.


 


Pursuant to the Subsequent
Transfer Instrument attached as Schedule B hereto, dated as of the date hereof, STWD CLO Seller, LLC (the “Seller”)
has agreed to sell to the Issuer, and the Issuer has agreed to purchase from the Seller, the Collateral Interests described on
Schedule A hereto (the “Reinvestment Collateral Interests”).


 


In connection with
the foregoing, STWD Investment Management, LLC (the “Collateral Manager”) hereby certifies that, with respect
to the acquisition of each Reinvestment Collateral Interest, as of the date hereof:


 


		1.	The Eligibility Criteria are satisfied.
	 	 	 



		2.	The Acquisition Criteria are satisfied.
	 	 	 



		3.	The Acquisition and Disposition Requirements are satisfied.



 


[SIGNATURE ON FOLLOWING
PAGE]


 






    Exh. R-1 


     


    

  


IN WITNESS WHEREOF,
the undersigned has executed this Officer’s Certificate as of the date first set forth above.


 





	 	STWD INVESTMENT MANAGEMENT, LLC
	 	 	 
		By:   	                       
	 	Name:
	 	Title:



 


 



    Exh. R-2 


     


    







 


SCHEDULE A


 


LIST OF REINVESTMENT COLLATERAL INTERESTS


  


	Name	Purchase Price	Cut-off Date
	 	 	 
	 	 	 
	 	 	



 






    Exh. R-3 


     


    

  


SCHEDULE B


 


SUBSEQUENT TRANSFER
INSTRUMENT


 


[Attached]


 






    Exh. S-1 


     


    

 


EXHIBIT S


 


FORM OF MASCOT NOTE
OFFICER’S CERTIFICATE


 


[To be Printed on Holder’s
Letterhead]


 


[DATE]


 


Wells Fargo Bank, National Association, as Note Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – STWD 2019-FL1

Email: cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	STWD 2019-FL1 – MASCOT Notes



 


This officer’s
certificate is being delivered pursuant to that certain indenture, dated as August 15, 2019 (the “Indenture”),
by and among STWD 2019-FL1, Ltd., as issuer of the Notes, STWD 2019-FL1, LLC, as co-issuer of the Offered Notes, Starwood Property
Mortgage, L.L.C., as advancing agent, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association,
as note administrator, paying agent, calculation agent, transfer agent, authenticating agent, custodian, backup advancing agent
and notes registrar. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture.


 


Pursuant
to Section 2.16 of the Indenture, the undersigned, an authorized officer of [__________] (the “Holder”), a holder
of Exchangeable Notes, hereby proposes an exchange of Exchangeable notes on [__________], 20[__] based on the information set forth
below:


 





	Class of Exchangeable Notes:  	 	 
	 	 	 
	CUSIP of Exchangeable Notes:  	 	 
	 	 	 
	Interest Rate of Exchangeable Notes:	 	 
	 	 	 
	Classes of Exchanged Notes:  	 	 
	 	 	 
	CUSIPs of Exchanged Notes:  	 	 
	 	 	 
	Aggregate Outstanding Amount or	 	 
	Aggregate Outstanding Notional Amount:	 	 
	 	 	 
	DTC Participant Number of Holder:	 	 










 


[SIGNATURE FOLLOWS]


 






    Exh. S-1 


     


    

  


IN WITNESS of the matters
set forth herein, the undersigned has executed this Certificate as of the date first set forth above.


 





	 	[HOLDER]
	[Insert Medallion Stamp Guarantee]	 	 
	 	 	 
	 	By:   	          
	 	Name:
	 	Title:







 






    Exh. S-2 


     


    

  


EXHIBIT T


 


BENEFICIAL HOLDER INFORMATION
FORM


 


For Holders of:


 


DEAL NAME (include Series): STWD 2019-FL1


 




Please complete the following and return to:


Alejandra Weisser


Wells Fargo Bank, N.A.


Corporate Trust Services


MAC N9300-070


600 South Fourth Street, 7th Floor


Minneapolis, MN 55415





 


Please check one.


 


		___	Beneficial Owner. The undersigned hereby represents and warrants that it is a beneficial
owner of the Notes, that the undersigned is authorized to provide direction for their pro rata portion owned and that such power
has not been granted nor assigned to any other party or person.



 


		___	Nominee or Advisor. The undersigned hereby represents and warrants that it is a nominee
or advisor for the beneficial owner, that the undersigned is authorized to provide direction for their pro rata portion owned and
that such power has not been granted nor assigned to any other party or person.



 





 


	CLASS: 	 	 


 


	CUSIP:	 	                ORIGINAL FACE AMOUNT:  $                 


 


	NOMINEE NAME:	 	 





 


	NOMINEE BANK (DTC Participant # if Applicable):	 	 


 


(The following information is important to facilitate
conference calls, if needed)


 


	Beneficiary Company Name:	 	 





	I.Contact Name:	 	 


 


	Address:	 	 
	 	 	 
	 	 	 


 


 


	Phone:	 	 	Facsimile:	 
	E-mail:	 	 	 	 







 





	Signature:  _________________________________________________ 	Date:  	 	 







 






    Exh. T-1